Exhibit 10.1
    

    
      AMENDED AND RESTATED
    

    
      SECURED MASTER LOAN AGREEMENT
    

    
      DATED AS OF DECEMBER 11, 2009
    

    
      among
    

    
      RAMCO-GERSHENSON PROPERTIES, L.P.,
    

    
      as Borrower,
    

    
      RAMCO-GERSHENSON PROPERTIES TRUST,
    

    
      as a Guarantor,
    

    
      KEYBANK NATIONAL ASSOCIATION,
    

    
      as a Bank,
    

    
      THE OTHER BANKS WHICH ARE A PARTY TO THIS AGREEMENT,
    

    
      THE OTHER BANKS WHICH MAY BECOME PARTIES TO THIS AGREEMENT,
    

    
      KEYBANK NATIONAL ASSOCIATION,
    

    
      as Agent,
    

    
      KEYBANC CAPITAL MARKETS,
    

    
      as Sole Lead Manager and Arranger,
    

    
      JPMORGAN CHASE BANK, N.A.
    

    
      and
    

    
      BANK OF AMERICA, N.A.
    

    
      as Co-Syndication Agents,
    

    
      and
    

    
      DEUTSCHE BANK TRUST COMPANY AMERICAS,
    

    
      as Documentation Agent
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      TABLE OF CONTENTS
    

    
    	

        	

        	
          
            Page
          

        
	

        	

        	
           
        
	
          §1.
        	
          DEFINITIONS AND RULES OF INTERPRETATION
        	
          1
        
	

        	
          §1.1.
        	
          Definitions
        	
          1
        
	

        	
          §1.2.
        	
          Rules of Interpretation
        	
          25
        
	
          §2.
        	
          THE CREDIT FACILITY
        	
          26
        
	

        	
          §2.1.
        	
          Commitment to Lend Revolving Credit Loans
        	
          26
        
	

        	
          §2.2.
        	
          Commitment to Lend Term Loan
        	
          27
        
	

        	
          §2.3.
        	
          Unused Facility Fee
        	
          27
        
	

        	
          §2.4.
        	
          Interest on Loans
        	
          27
        
	

        	
          §2.5.
        	
          Requests for Revolving Credit Loans
        	
          28
        
	

        	
          §2.6.
        	
          Funds for Loans
        	
          29
        
	

        	
          §2.7.
        	
          Optional Reduction of Revolving Credit Commitments
        	
          29
        
	

        	
          §2.8.
        	
          Increase of Revolving Credit Commitment
        	
          30
        
	

        	
          §2.9.
        	
          Letters of Credit
        	
          32
        
	

        	
          §2.10.
        	
          Swing Line Loans
        	
          37
        
	

        	
          §2.11.
        	
          Evidence of Debt
        	
          40
        
	
          §3.
        	
          REPAYMENT OF THE LOANS
        	
          41
        
	

        	
          §3.1.
        	
          Stated Maturity
        	
          41
        
	

        	
          §3.2.
        	
          Mandatory Prepayments
        	
          41
        
	

        	
          §3.3.
        	
          Optional Prepayments
        	
          42
        
	

        	
          §3.4.
        	
          Partial Prepayments
        	
          42
        
	

        	
          §3.5.
        	
          Effect of Prepayments
        	
          42
        
	
          §4.
        	
          CERTAIN GENERAL PROVISIONS
        	
          43
        
	

        	
          §4.1.
        	
          Conversion Options
        	
          43
        
	

        	
          §4.2.
        	
          Commitment and Syndication Fee
        	
          43
        
	

        	
          §4.3.
        	
          Agent’s Fee
        	
          44
        
	

        	
          §4.4.
        	
          Funds for Payments
        	
          44
        
	

        	
          §4.5.
        	
          Computations
        	
          45
        
	

        	
          §4.6.
        	
          Suspension of LIBOR Rate Loans
        	
          45
        
	

        	
          §4.7.
        	
          Illegality
        	
          45
        
	

        	
          §4.8.
        	
          Additional Interest
        	
          45
        
	

        	
          §4.9.
        	
          Additional Costs, Etc
        	
          46
        


    

    
      
        

        

      

      
        
          -i-
        

        
          


        

      

      
        

        

      

    

    
      TABLE OF CONTENTS
    

    
    	

        	

        	

        	
          
            Page
          

        
	

        	

        	

        	
           
        
	

        	
          §4.10.
        	
          Capital Adequacy
        	
          47
        
	

        	
          §4.11.
        	
          Indemnity of Borrower
        	
          47
        
	

        	
          §4.12.
        	
          Interest on Overdue Amounts; Late Charge
        	
          47
        
	

        	
          §4.13.
        	
          Certificate
        	
          48
        
	

        	
          §4.14.
        	
          Limitation on Interest
        	
          48
        
	
          §5.
        	
          COLLATERAL SECURITY; GUARANTY
        	
          48
        
	

        	
          §5.1.
        	
          Collateral
        	
          48
        
	

        	
          §5.2.
        	
          Appraisals
        	
          48
        
	

        	
          §5.3.
        	
          Replacement or Addition of Mortgaged Properties
        	
          49
        
	

        	
          §5.4.
        	
          Release of Mortgaged Property
        	
          51
        
	

        	
          §5.5.
        	
          Additional Guarantors
        	
          54
        
	

        	
          §5.6.
        	
          Release of Certain Subsidiary Guarantors
        	
          54
        
	
          §6.
        	
          REPRESENTATIONS AND WARRANTIES OF THE TRUST AND THE BORROWER
        	
          54
        
	

        	
          §6.1.
        	
          Corporate Authority, Etc
        	
          54
        
	

        	
          §6.2.
        	
          Governmental Approvals
        	
          55
        
	

        	
          §6.3.
        	
          Title to Properties; Lease
        	
          55
        
	

        	
          §6.4.
        	
          Financial Statements
        	
          56
        
	

        	
          §6.5.
        	
          No Material Changes
        	
          56
        
	

        	
          §6.6.
        	
          Franchises, Patents, Copyrights, Etc
        	
          56
        
	

        	
          §6.7.
        	
          Litigation
        	
          56
        
	

        	
          §6.8.
        	
          No Materially Adverse Contracts, Etc
        	
          57
        
	

        	
          §6.9.
        	
          Compliance with Other Instruments, Laws, Etc
        	
          57
        
	

        	
          §6.10.
        	
          Tax Status
        	
          57
        
	

        	
          §6.11.
        	
          No Event of Default
        	
          57
        
	

        	
          §6.12.
        	
          Investment Company Acts
        	
          57
        
	

        	
          §6.13.
        	
          Absence of UCC Financing Statements, Etc
        	
          57
        
	

        	
          §6.14.
        	
          Setoff, Etc
        	
          57
        
	

        	
          §6.15.
        	
          Certain Transactions
        	
          58
        
	

        	
          §6.16.
        	
          Employee Benefit Plans
        	
          58
        
	

        	
          §6.17.
        	
          Regulations T, U and X
        	
          58
        
	

        	
          §6.18.
        	
          Environmental Compliance
        	
          58
        


    

    

    

    
      
        

        

      

      
        
          -ii-
        

        
          


        

      

      
        

        

      

    

    

    

    
      TABLE OF CONTENTS
    

    

    

    
    	

        	

        	

        	
          
            Page
          

        
	

        	

        	

        	
           
        
	

        	
          §6.19.
        	
          Subsidiaries and Unconsolidated Affiliates
        	
          60
        
	

        	
          §6.20.
        	
          Loan Documents
        	
          60
        
	

        	
          §6.21.
        	
          Mortgaged Property
        	
          60
        
	

        	
          §6.22.
        	
          Brokers
        	
          64
        
	

        	
          §6.23.
        	
          Other Debt
        	
          64
        
	

        	
          §6.24.
        	
          Solvency
        	
          64
        
	

        	
          §6.25.
        	
          Contribution Agreement
        	
          64
        
	

        	
          §6.26.
        	
          No Fraudulent Intent
        	
          64
        
	

        	
          §6.27.
        	
          Transaction in Best Interests of Borrower; Consideration
        	
          64
        
	

        	
          §6.28.
        	
          Partners and the Trust
        	
          65
        
	

        	
          §6.29.
        	
          Tax Indemnity Agreement
        	
          65
        
	

        	
          §6.30.
        	
          Embargoed Persons
        	
          65
        
	

        	
          §6.31.
        	
          Mortgaged Properties
        	
          65
        
	
          
            §7.
          

        	
          
            AFFIRMATIVE COVENANTS OF THE TRUST AND THE BORROWER
          

        	
          65
        
	

        	
          §7.1.
        	
          Punctual Payment
        	
          65
        
	

        	
          §7.2.
        	
          Maintenance of Office
        	
          65
        
	

        	
          §7.3.
        	
          Records and Accounts
        	
          66
        
	

        	
          §7.4.
        	
          Financial Statements, Certificates and Information
        	
          66
        
	

        	
          §7.5.
        	
          Notices
        	
          69
        
	

        	
          §7.6.
        	
          Existence; Maintenance of Properties
        	
          70
        
	

        	
          §7.7.
        	
          Insurance
        	
          70
        
	

        	
          §7.8.
        	
          Taxes
        	
          76
        
	

        	
          §7.9.
        	
          Inspection of Properties and Books
        	
          76
        
	

        	
          §7.10.
        	
          Compliance with Laws, Contracts, Licenses, and Permits
        	
          76
        
	

        	
          §7.11.
        	
          Use of Proceeds
        	
          77
        
	

        	
          §7.12.
        	
          Further Assurances
        	
          77
        
	

        	
          §7.13.
        	
          Compliance
        	
          77
        
	

        	
          §7.14.
        	
          [Intentionally Omitted.]
        	
          77
        
	

        	
          §7.15.
        	
          Ownership of Real Estate
        	
          77
        
	

        	
          §7.16.
        	
          More Restrictive Agreements
        	
          77
        
	

        	
          §7.17.
        	
          Trust Restrictions
        	
          78
        
	

        	
          §7.18.
        	
          Interest Rate Contract(s)
        	
          78
        


    

    
      
        

        

      

      
        
          -iii-
        

        
          


        

      

      
        

        

      

    

    

    

    
      TABLE OF CONTENTS
    

    

    

    
    	

        	

        	

        	
          
            Page
          

        
	

        	

        	

        	
           
        
	

        	
          §7.19.
        	
          Mortgaged Properties
        	
          78
        
	

        	
          §7.20.
        	
          Registered Servicemark
        	
          81
        
	

        	
          §7.21.
        	
          Leases of the Property
        	
          81
        
	

        	
          §7.22.
        	
          Management
        	
          82
        
	

        	
          §7.23.
        	
          Remediation Reserve
        	
          82
        
	

        	
          §7.24.
        	
          Compliance with Recommendations; Environmental Insurance
        	
          83
        
	
          §8.
        	
          CERTAIN NEGATIVE COVENANTS OF THE TRUST AND THE BORROWER
        	
          83
        
	

        	
          §8.1.
        	
          Restrictions on Indebtedness
        	
          83
        
	

        	
          §8.2.
        	
          Restrictions on Liens Etc
        	
          84
        
	

        	
          §8.3.
        	
          Restrictions on Investments
        	
          86
        
	

        	
          §8.4.
        	
          Merger, Consolidation
        	
          87
        
	

        	
          §8.5.
        	
          Conduct of Business
        	
          87
        
	

        	
          §8.6.
        	
          Compliance with Environmental Laws
        	
          87
        
	

        	
          §8.7.
        	
          Distributions
        	
          89
        
	

        	
          §8.8.
        	
          Asset Sales
        	
          89
        
	

        	
          §8.9.
        	
          Development Activity
        	
          
            90
          

        
	

        	
          §8.10.
        	
          Restrictions on New Development Activity and New Redevelopment
          Activity
        	
          91
        
	

        	
          §8.11.
        	
          Trust Preferred Equity and Subordinated Debt
        	
          92
        
	
          §9.
        	
          FINANCIAL COVENANTS OF THE TRUST AND THE BORROWER
        	
          92
        
	

        	
          §9.1.
        	
          Liabilities to Assets Ratio
        	
          92
        
	

        	
          §9.2.
        	
          Fixed Charges Coverage
        	
          92
        
	

        	
          §9.3.
        	
          Consolidated Tangible Net Worth
        	
          92
        
	

        	
          §9.4.
        	
          [Intentionally Omitted]
        	
          93
        
	

        	
          §9.5.
        	
          Borrowing Base Test
        	
          93
        
	
          §10.
        	
          CLOSING CONDITIONS
        	
          93
        
	

        	
          §10.1.
        	
          Loan Documents
        	
          93
        
	

        	
          §10.2.
        	
          Certified Copies of Organizational Documents
        	
          93
        
	

        	
          §10.3.
        	
          Resolutions
        	
          93
        
	

        	
          §10.4.
        	
          Incumbency Certificate; Authorized Signers
        	
          93
        
	

        	
          §10.5.
        	
          Opinion of Counsel
        	
          94
        


    

    

    

    
      
        

        

      

      
        
          -iv-
        

        
          


        

      

      
        

        

      

    

    

    

    
      TABLE OF CONTENTS
    

    

    

    
    	

        	

        	

        	
          
            Page
          

        
	

        	

        	

        	
           
        
	

        	
          §10.6.
        	
          Payment of Fees
        	
          94
        
	

        	
          §10.7.
        	
          Performance; No Default
        	
          94
        
	

        	
          §10.8.
        	
          Representations and Warranties
        	
          94
        
	

        	
          §10.9.
        	
          Proceedings and Documents
        	
          94
        
	

        	
          §10.10.
        	
          Stockholder and Partner Consents
        	
          94
        
	

        	
          §10.11.
        	
          Compliance Certificate
        	
          94
        
	

        	
          §10.12.
        	
          Contribution Agreement
        	
          94
        
	

        	
          §10.13.
        	
          No Legal Impediment
        	
          94
        
	

        	
          §10.14.
        	
          Governmental Regulation
        	
          95
        
	

        	
          §10.15.
        	
          Appraisals
        	
          95
        
	

        	
          §10.16.
        	
          Eligible Real Estate Qualification Documents
        	
          95
        
	

        	
          §10.17.
        	
          Other
        	
          95
        
	
          §11.
        	
          CONDITIONS TO ALL BORROWINGS
        	
          95
        
	

        	
          §11.1.
        	
          Prior Conditions Satisfied
        	
          95
        
	

        	
          §11.2.
        	
          Representations True; No Default
        	
          95
        
	

        	
          §11.3.
        	
          Borrowing Documents
        	
          95
        
	

        	
          §11.4.
        	
          Endorsement to Title Policy
        	
          95
        
	

        	
          §11.5.
        	
          Future Advances Tax Payment
        	
          96
        
	
          §12.
        	
          EVENTS OF DEFAULT; ACCELERATION; ETC
        	
          96
        
	

        	
          §12.1.
        	
          Events of Default and Acceleration
        	
          96
        
	

        	
          §12.2.
        	
          Limitation of Cure Periods
        	
          100
        
	

        	
          §12.3.
        	
          Termination of Commitments
        	
          100
        
	

        	
          §12.4.
        	
          Remedies
        	
          100
        
	

        	
          §12.5.
        	
          Distribution of Proceeds
        	
          101
        
	
          §13.
        	
          SETOFF
        	
          101
        
	
          §14.
        	
          THE AGENT
        	
          102
        
	

        	
          §14.1.
        	
          Authorization
        	
          102
        
	

        	
          §14.2.
        	
          Employees and Agents
        	
          102
        
	

        	
          §14.3.
        	
          No Liability
        	
          102
        
	

        	
          §14.4.
        	
          No Representations
        	
          103
        
	

        	
          §14.5.
        	
          Payments
        	
          103
        
	

        	
          §14.6.
        	
          Holders of Notes
        	
          105
        


    

    

    

    
      
        

        

      

      
        
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      TABLE OF CONTENTS
    

    

    

    
    	

        	

        	

        	
          
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          §14.7.
        	
          Indemnity
        	
          105
        
	

        	
          §14.8.
        	
          Agent as Bank
        	
          105
        
	

        	
          §14.9.
        	
          Resignation
        	
          105
        
	

        	
          §14.10.
        	
          Duties in the Case of Enforcement
        	
          106
        
	

        	
          §14.11.
        	
          Bankruptcy
        	
          106
        
	

        	
          §14.12.
        	
          Approvals
        	
          106
        
	

        	
          §14.13.
        	
          Borrower not Beneficiary
        	
          107
        
	

        	
          §14.14.
        	
          Request for Agent Action
        	
          107
        
	

        	
          §14.15.
        	
          Reliance on Hedge Provider
        	
          107
        
	
          §15.
        	
          EXPENSES
        	
          107
        
	
          §16.
        	
          INDEMNIFICATION
        	
          108
        
	
          §17.
        	
          SURVIVAL OF COVENANTS, ETC
        	
          109
        
	
          §18.
        	
          ASSIGNMENT AND PARTICIPATION
        	
          110
        
	

        	
          §18.1.
        	
          Conditions to Assignment by Banks
        	
          110
        
	

        	
          §18.2.
        	
          Register
        	
          110
        
	

        	
          §18.3.
        	
          New Notes
        	
          111
        
	

        	
          §18.4.
        	
          Participations
        	
          111
        
	

        	
          §18.5.
        	
          Pledge by Bank
        	
          111
        
	

        	
          §18.6.
        	
          No Assignment by Borrower or the Trust
        	
          112
        
	

        	
          §18.7.
        	
          Disclosure
        	
          112
        
	

        	
          §18.8.
        	
          Amendments to Loan Documents
        	
          112
        
	

        	
          §18.9.
        	
          Mandatory Assignment
        	
          112
        
	

        	
          §18.10.
        	
          Titled Agents
        	
          113
        
	
          §19.
        	
          NOTICES
        	
          113
        
	
          §20.
        	
          RELATIONSHIP
        	
          114
        
	
          §21.
        	
          GOVERNING LAW: CONSENT TO JURISDICTION AND SERVICE
        	
          114
        
	
          §22.
        	
          HEADINGS
        	
          115
        
	
          §23.
        	
          COUNTERPARTS
        	
          115
        
	
          §24.
        	
          ENTIRE AGREEMENT, ETC
        	
          115
        
	
          §25.
        	
          WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS
        	
          115
        
	
          §26.
        	
          DEALINGS WITH THE BORROWER OR THE GUARANTORS
        	
          116
        
	
          §27.
        	
          CONSENTS, AMENDMENTS, WAIVERS, ETC
        	
          116
        


    

    

    

    
      
        

        

      

      
        
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          §28.
        	
          SEVERABILITY
        	
          117
        
	
          §29.
        	
          TIME OF THE ESSENCE
        	
          117
        
	
          §30.
        	
          NO UNWRITTEN AGREEMENTS
        	
          117
        
	
          §31.
        	
          REPLACEMENT OF NOTES
        	
          117
        
	
          §32.
        	
          TRUST EXCULPATION
        	
          117
        
	
          §33.
        	
          PATRIOT ACT
        	
          118
        


    

    

    

    
      
        

        

      

      
        
          -vii-
        

        
          


        

      

      
        

        

      

    

    

    

    
      EXHIBITS AND SCHEDULES
    

    
    	
          EXHIBIT A
        	
          FORM OF REVOLVING CREDIT NOTE
        
	
          EXHIBIT B
        	
          FORM OF TERM LOAN NOTE
        
	
          EXHIBIT C
        	
          FORM OF SWING LINE NOTE
        
	
          EXHIBIT D
        	
          FORM OF JOINDER AGREEMENT
        
	
          EXHIBIT E
        	
          FORM OF LOAN REQUEST
        
	
          EXHIBIT F
        	
          FORM OF SWING LINE LOAN NOTICE
        
	
          EXHIBIT G
        	
          LETTER OF CREDIT APPLICATION
        
	
          EXHIBIT H
        	
          [RESERVED]
        
	
          EXHIBIT I
        	
          FORM OF COMPLIANCE CERTIFICATE
        
	
          EXHIBIT J
        	
          FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT
        
	
          SCHEDULE 1.1
        	
          BANKS AND COMMITMENTS
        
	
          SCHEDULE 1.2
        	
          EXISTING HEDGE AGREEMENTS
        
	
          SCHEDULE 2.9
        	
          EXISTING LETTERS OF CREDIT
        
	
          SCHEDULE 5.3
        	
          ELIGIBLE REAL ESTATE QUALIFICATION DOCUMENTS
        
	
          SCHEDULE 6.5
        	
          MARKETED PROPERTIES
        
	
          SCHEDULE 6.7
        	
          LITIGATION
        
	
          SCHEDULE 6.10
        	
          TAX MATTERS
        
	
          SCHEDULE 6.15
        	
          AFFILIATE TRANSACTIONS
        
	
          SCHEDULE 6.18
        	
          ENVIRONMENTAL MATTERS
        
	
          SCHEDULE 6.19
        	
          SUBSIDIARIES OF THE BORROWER AND GUARANTOR
        
	
          SCHEDULE 6.21
        	
          MANAGEMENT AGREEMENTS; OPTIONS
        
	
          SCHEDULE 6.29
        	
          PROPERTY OF GUARANTOR
        
	
          SCHEDULE 6.31
        	
          INITIAL MORTGAGED PROPERTIES
        
	
          SCHEDULE 7.23
        	
          REMEDIATION
        
	
          SCHEDULE 8.10
        	
          EXISTING DEVELOPMENT PROJECTS
        


    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      AMENDED AND RESTATED
SECURED MASTER LOAN AGREEMENT
    

    
      This AMENDED AND RESTATED SECURED MASTER LOAN AGREEMENT is made
      as of the 11th day of December, 2009 by and among RAMCO-GERSHENSON
      PROPERTIES, L.P. (the “Borrower”), a Delaware limited partnership, RAMCO-GERSHENSON
      PROPERTIES TRUST (the “Trust”), a Maryland real estate investment
      trust, KEYBANK NATIONAL ASSOCIATION, a national banking
      association (“KeyBank”), and the other lending institutions that are a
      party hereto, and the other lending institutions which may become
      parties hereto pursuant to §18 (the “Banks”), and KEYBANK
      NATIONAL ASSOCIATION, a national banking association, as
      Administrative Agent for the Banks (the “Agent”).
    

    
      RECITALS
    

    
      WHEREAS, the Borrower, the Trust, Agent and the Banks are parties
      to that certain Unsecured Master Credit Agreement dated as of December
      13, 2005, as amended by a First Amendment to Unsecured Master Credit
      Agreement dated as of December 27, 2006, a Second Amendment to Unsecured
      Master Credit Agreement dated as of April 30, 2007, and a Third
      Amendment to Unsecured Master Credit Agreement dated as of November 13,
      2007 (the “Prior Credit Agreement”); and
    

    
      WHEREAS, the Borrower has requested that the Banks extend the
      maturity date under the Prior Credit Agreement and make certain other
      modifications; and
    

    
      WHEREAS, the Borrower, the Guarantor, the Agent and the Banks
      desire to amend and restate the Prior Credit Agreement in its entirety;
    

    
      NOW, THEREFORE, in consideration of the terms and conditions
      herein, and of any loans, advances, or extensions of credit heretofore,
      now or hereafter made to or for the benefit of the Borrower by the
      Banks, the parties hereto amend and restate the Prior Credit Agreement
      in its entirety and covenant and agree as follows:
    

    
      §1.      DEFINITIONS AND RULES
      OF INTERPRETATION.
    

    
      §1.1.                  Definitions.  The
      following terms shall have the meanings set forth in this §1 or
      elsewhere in the provisions of this Agreement referred to below:
    

    
      Affiliate.  An Affiliate, as applied to any Person, shall mean
      any other Person directly or indirectly controlling, controlled by, or
      under common control with, that Person.  For purposes of this
      definition, “control” (including, with correlative meanings, the terms
      “controlling”, “controlled by” and “under common control with”), as
      applied to any Person, means (a) the possession, directly or indirectly,
      of the power to vote ten percent (10%) or more of the stock, shares,
      voting trust certificates, beneficial interest, partnership interests,
      member interests or other interests having voting power for the election
      of directors of such Person or otherwise to direct or cause the
      direction of the management and policies of that Person, whether through
      the ownership of voting securities or by contract or otherwise, or
      (b) the ownership of (i) a general partnership interest, (ii) a managing
      member’s interest in a limited liability company or (iii) a limited
      partnership interest or preferred stock (or other ownership interest)
      representing ten percent (10%) or more of the outstanding limited
      partnership interests, preferred stock or other ownership interests of
      such Person.
    

    

    

    
      
        

        

      

      
        
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      Agent.  KeyBank National Association, acting as Administrative
      Agent for the Banks, its successors and assigns.
    

    
      Agent’s Head Office.  The Agent’s head office located at
      127 Public Square, Cleveland, Ohio  44114-1306, or at such other
      location as the Agent may designate from time to time by notice to the
      Borrower and the Banks.
    

    
      Agent’s Special Counsel.  McKenna Long & Aldridge LLP or
      such other counsel as may be approved by the Agent.
    

    
      Agreement.  This Amended and Restated Secured Master Loan
      Agreement, including the Schedules and Exhibits hereto.
    

    
      Appraisal.  An as is MAI appraisal of the value of a parcel of
      Real Estate, determined on an as is fair value basis, performed by an
      independent appraiser selected by the Agent who is not an employee of
      the Borrower, the Guarantors or any of their Subsidiaries, the Agent or
      a Bank, the form and substance of such appraisal and the identity of the
      appraiser to be in compliance with the Financial Institutions Reform,
      Recovery and Enforcement Act of 1989, as amended, the rules and
      regulations adopted pursuant thereto and all other regulatory laws
      applicable to the Banks and otherwise acceptable to the Agent.
    

    
      Appraised Value.  The as-is value of a Mortgaged Property
      determined by the Appraisal of such property obtained pursuant to §5.2,
      §5.3, §7.19 or §10.15, subject, however, to such changes or adjustments
      to the value determined thereby as may be required by the appraisal
      department of the Agent.
    

    
      Aquia Loan Agreement.  That certain First Amended and Restated
      Revolving Credit Agreement dated of even date herewith among KeyBank,
      Borrower, Trust, Ramco Virginia Properties, L.L.C. and the other parties
      thereto, as the same may be modified and amended.
    

    
      Arranger.  KeyBanc Capital Markets.
    

    
      Assignment and Acceptance Agreement.  See §18.1.
    

    
      Assignment of Leases and Rents.  Each of the collateral
      assignments of leases and rents from the Borrower or any Subsidiary
      Guarantor to the Agent, as the same may be modified or amended, pursuant
      to which there shall be assigned to the Agent for the benefit of the
      Banks, among other things, the interest of the Borrower or such
      Subsidiary Guarantor as lessor with respect to all Leases of all or any
      part of a Mortgaged Property and any and all rents thereunder, each such
      collateral assignment to be in form and substance satisfactory to the
      Agent.
    

    
      Balance Sheet Date.  September 30, 2009.
    

    

    

    
      
        

        

      

      
        
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      Banks.  KeyBank, the other Banks a party hereto, and any other
      Person who becomes an assignee of any rights of a Bank pursuant to §18;
      and collectively, the Revolving Credit Banks, the Term Loan Banks and
      the Swing Line Lender.  The Issuing Bank shall be a Bank, as applicable.
    

    
      Base Rate.  The greater of (a) the variable annual rate of
      interest announced from time to time by Agent at Agent’s Head Office as
      its “prime rate”, (b) one-half of one percent (0.5%) above the Federal
      Funds Effective Rate, or (c) the LIBOR Rate determined as of any date of
      determination for an Interest Period of one month plus one percent (1%)
      (rounded upwards, if necessary, to the next one-eighth of one
      percent).  The Base Rate is a reference rate and does not necessarily
      represent the lowest or best rate being charged to any customer.  Any
      change in the rate of interest payable hereunder resulting from a change
      in the Base Rate shall become effective as of the opening of business on
      the day on which such change in the Base Rate becomes effective, without
      notice or demand of any kind.
    

    
      Base Rate Loans.  Collectively, the Revolving Credit Base Rate
      Loans and the Term Base Rate Loans.
    

    
      Board.  See the definition of Change of Control.
    

    
      Borrower.  As defined in the preamble hereto.
    

    
      Borrowing Base Availability.  At any date of determination, the
      Borrowing Base Availability shall be the Borrowing Base Availability for
      Eligible Real Estate included in the Mortgaged Property owned by the
      Borrower or any Subsidiary Guarantor.  The Borrowing Base Availability
      for Eligible Real Estate included in the Mortgaged Property shall be the
      amount which is the lesser of (a) sixty-five percent (65%) of the
      Collateral Pool Value through March 31, 2010, sixty percent (60%) of the
      Collateral Pool Value thereafter through and including March 31, 2011,
      and fifty-five percent (55%) of the Collateral Pool Value thereafter;
      and (b) the Debt Service Coverage Amount for the Mortgaged Properties,
      and the amount which is the lesser of (a) and (b) shall be the Borrowing
      Base Availability for Eligible Real Estate included in the Mortgaged
      Property.  Notwithstanding the foregoing, the Borrowing Base
      Availability attributable to a Mortgaged Property shall not exceed the
      principal amount to which recovery under the applicable Security Deed is
      limited, unless such Security Deed is amended to increase any such
      limit.  Furthermore, the Borrowing Base Availability shall be adjusted
      and reduced as described in clause (c) of the definition of “Insurance
      Availability Condition”.
    

    
      Borrowing Base Property Certificate.  See §7.4(e).
    

    
      Building.  With respect to each parcel of Real Estate, all of the
      buildings, structures and improvements now or hereafter located thereon.
    

    
      Business Day.  Any day on which banking institutions located in
      the same city and state as the Agent’s Head Office and in New York are
      open for the transaction of banking business and, in the case of LIBOR
      Rate Loans, which also is a LIBOR Business Day.
    

    
      Capital Expenditure Reserve Amount.  With respect to any Person
      or property, a reserve for replacements and capital expenditures equal
      to $.10 per square foot of building space located on all Real Estate
      owned by such Person, other than Real Estate subject to leases which
      provide that the tenant is responsible for all building maintenance.
    

    

    

    
      
        

        

      

      
        
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      Capital Improvement Project.  With respect to any Real Estate now
      or hereafter owned by the Borrower or any of its Subsidiaries which is
      utilized principally for shopping centers, capital improvements
      consisting of rehabilitation, refurbishment, replacement, expansions and
      improvements (including related amenities) to the existing Buildings on
      such Real Estate and capital additions, repairs, resurfacing and
      replacements in the common areas of such Real Estate all of which may be
      properly capitalized under GAAP.
    

    
      Capitalized Lease.  A lease under which a Person is the lessee or
      obligor, the discounted future rental payment obligations under which
      are required to be capitalized on the balance sheet of the lessee or
      obligor in accordance with GAAP.
    

    
      Cash Equivalents.  As of any date, (i) securities issued or
      directly and fully guaranteed or insured by the United States government
      or any agency or instrumentality thereof having maturities of not more
      than one year from such date, (ii) time deposits and certificates of
      deposits having maturities of not more than one year from such date and
      issued by any domestic commercial bank having, (A) senior long term
      unsecured debt rated at least A or the equivalent thereof by S&P or A2
      or the equivalent thereof by Moody’s and (B) capital and surplus in
      excess of $100,000,000.00; (iii) commercial paper rated at least A-1 or
      the equivalent thereof by S&P or P-1 or the equivalent thereof by
      Moody’s and in either case maturing within one hundred twenty (120) days
      from such date, and (iv) shares of any money market mutual fund rated at
      least AAA or the equivalent thereof by S&P or at least Aaa or the
      equivalent thereof by Moody’s.
    

    
      CERCLA.  See §6.18.
    

    
      Change of Control.  The occurrence of any one of the following
      events:
    

    
      (a)                          during any twelve month period on or after
      the date of this Agreement, individuals who at the beginning of such
      period constituted the Board of Directors or Trustees of the Trust (the
      “Board”) (together with any new directors whose election by the Board or
      whose nomination for election by the shareholders of the Trust was
      approved by a vote of at least a majority of the members of the Board
      then in office who either were members of the Board at the beginning of
      such period or whose election or nomination for election was previously
      so approved) cease for any reason to constitute a majority of the
      members of the Board then in office;
    

    
      (b)                          any Person or group (as that term is
      understood under Section 13(d) of the Securities Exchange Act of 1934,
      as amended (the “Exchange Act”) and the rules and regulations
      thereunder) shall have acquired beneficial ownership (within the meaning
      of Rule 13d-3 under the Exchange Act) of a percentage (based on voting
      power, in the event different classes of stock shall have different
      voting powers) of the voting stock of the Trust equal to at least thirty
      percent (30%);
    

    
      (c)                          the Borrower or Trust consolidates with, is
      acquired by, or merges into or with any Person (other than a merger
      permitted by Section 8.4); or
    

    

    

    
      
        

        

      

      
        
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      (d)                          the Borrower fails to own, free of any
      lien, encumbrance or other adverse claim, at least one hundred percent
      (100%) of the economic interest in the Voting Interest of each
      Subsidiary Guarantor.
    

    
      Closing Date.  The first date on which all of the conditions set
      forth in §10 and §11 have been satisfied.
    

    
      Code.  The Internal Revenue Code of 1986, as amended.
    

    
      Collateral.  All of the property, rights and interests of the
      Borrower, the Guarantors or any of their Subsidiaries which are or are
      intended to be subject to the security interests, liens and mortgages
      created by the Security Documents, including, without limitation, the
      Mortgaged Property.
    

    
      Collateral Pool Value.  The Collateral Pool Value shall be
      determined as follows:
    

    
      (a)                          For the period through and including
      September 30, 2010, the Collateral Pool Value shall be the sum of the
      Appraised Values of each Eligible Real Estate included in the Mortgaged
      Property owned by the Borrower or any Subsidiary Guarantor; and
    

    
      (b)                          Thereafter, the Collateral Pool Value shall
      be an amount equal to the sum of:
    

    
      (i)                                    with respect to any Eligible Real
      Estate included in the Mortgaged Property as to which an Appraisal is
      obtained pursuant to §5.2(a) on or after September 30, 2010 or pursuant
      to §5.4(b)(ix), the sum of the Appraised Values of such Mortgaged
      Properties as most recently determined; provided, however, that with
      respect to each such Mortgaged Property, from and after the date that is
      twelve (12) months after the date of the written determination by Agent
      to Borrower and the Banks of the Appraised Value of such Mortgaged
      Property, then unless and until another Appraisal is obtained pursuant
      to §5.2(a) with respect to such Mortgaged Property, the Collateral Pool
      Value with respect to such Mortgaged Property shall be determined
      pursuant to the terms of clause (b)(ii) of this definition; and
    

    
      (ii)                                   with respect to each other
      Mortgaged Property, the aggregate Operating Cash Flow from Eligible Real
      Estate included in the Mortgaged Property (excluding the Operating Cash
      Flow of any Mortgaged Property valued pursuant to clause (b)(i) above)
      divided by 0.0850 (the “Capitalization Rate”).  
    

    
      Notwithstanding the foregoing, the Collateral Pool Value for a Mortgaged
      Property that is a Redevelopment Property shall be the cost incurred for
      such Mortgaged Property as determined in accordance with GAAP for a
      period of up to eighteen (18) months, which period shall commence upon
      the date which Agent approves such Mortgaged Property as a Redevelopment
      Property.
    

    
      Commitment.  With respect to each Bank, the aggregate of (a) the
      Revolving Credit Commitment of such Bank and (b) the Term Loan
      Commitment of such Bank.
    

    

    

    
      
        

        

      

      
        
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      Commitment Percentage.  With respect to each Bank, the percentage
      set forth on Schedule 1.1 hereto as such Bank’s percentage of the
      aggregate Commitments of all of the Banks, as the same may be changed
      from time to time in accordance with the terms of this Agreement.
    

    
      Compliance Certificate.  See §7.4(e).
    

    
      Condemnation Proceeds.  All compensation, awards, damages,
      judgments and proceeds awarded to the Borrower or a Subsidiary Guarantor
      by reason of any Taking, net of all reasonable and customary amounts
      actually expended to collect the same, including, without limitation,
      reasonable and customary amounts expended in negotiating, litigating, if
      appropriate, or investigating the amount of such compensation, awards,
      damages, judgments and proceeds.
    

    
      Consolidated or combined.  With reference to any term
      defined herein, that term as applied to the accounts of a Person and its
      Subsidiaries, consolidated or combined in accordance with GAAP.
    

    
      Consolidated Operating Cash Flow.  With respect to any period of
      a Person, an amount equal to the Operating Cash Flow of such Person and
      its Subsidiaries for such period consolidated in accordance with GAAP.
    

    
      Consolidated Tangible Net Worth.  The amount by which
      Consolidated Total Adjusted Asset Value exceeds Consolidated Total
      Liabilities, and less the sum of:
    

    
      (a)                          the total book value of all assets of a
      Person and its Subsidiaries properly classified as intangible assets
      under GAAP, including such items as good will, the purchase price of
      acquired assets in excess of the fair market value thereof, trademarks,
      trade names, service marks, brand names, copyrights, patents and
      licenses, and rights with respect to the foregoing; and
    

    
      (b)                          all amounts representing any write-up in
      the book value of any assets of such Person or its Subsidiaries
      resulting from a revaluation thereof subsequent to the Balance Sheet
      Date; and
    

    
      (c)                          all amounts representing minority interests
      as of such date which are applicable to third parties in Investments of
      the Borrower.
    

    
      Consolidated Total Adjusted Asset Value.  With respect to any
      Person, the sum of all assets of such Person and its Subsidiaries
      determined on a Consolidated basis in accordance with GAAP, provided
      that all Real Estate that is improved and not Under Development shall be
      valued at an amount equal to (A) the Operating Cash Flow of such Person
      and its Subsidiaries and Unconsolidated Affiliates described in §8.3(i)
      from such Real Estate for the period covered by the four previous
      consecutive fiscal quarters (treated as a single accounting period) divided
      by (B) 0.0850 (an 8.50% capitalization rate), provided that
      (i) prior to such time as the Borrower or any of its Subsidiaries or
      such Unconsolidated Affiliates has owned and operated any parcel of Real
      Estate for four full fiscal quarters (or with respect to any
      Redevelopment Property that has been valued at cost as permitted below
      and has recommenced operations for less than four full fiscal quarters),
      the Operating Cash Flow with respect to such parcel of Real Estate for
      the number of full fiscal quarters which the Borrower or any of its
      Subsidiaries or such Unconsolidated Affiliates has owned and operated
      such parcel of Real Estate (or, with respect to a Redevelopment Property
      that has recommenced operations, the Operating Cash Flow for such
      Redevelopment Property for the number of full fiscal quarters which the
      Borrower or its Subsidiary or such Unconsolidated Affiliate has
      recommenced operations) as annualized shall be utilized, (ii) the
      Operating Cash Flow for any parcel of Real Estate (or Redevelopment
      Property that has recommenced operations) without a full quarter of
      performance shall be annualized in such manner as the Agent shall
      approve, such approval not to be unreasonably withheld, (iii) prior to
      being capitalized, the Operating Cash Flow with respect to any parcel of
      Real Estate owned by an Unconsolidated Affiliate of such Person shall be
      reduced by the amount of all Debt Service of such Unconsolidated
      Affiliate, and (iv) to the extent that the capitalized Operating Cash
      Flow with respect to any parcel of Real Estate owned by an
      Unconsolidated Affiliate of such Person is included in the calculation
      of Consolidated Total Adjusted Asset Value for such Person, such
      Person’s interest in the Unconsolidated Affiliate shall not be included
      in the calculation of Consolidated Total Adjusted Asset Value for such
      Person.  Real Estate that is Under Development and undeveloped Land
      shall be valued at its capitalized cost in accordance with
      GAAP.  Notwithstanding the foregoing, Borrower may elect to value a
      Redevelopment Property at cost as determined in accordance with GAAP, as
      set forth in the first sentence of this definition, for a period of up
      to eighteen (18) months which eighteen (18) month period shall commence
      upon the date which Agent receives written notice from Borrower of such
      election (including any notice provided under the Prior Credit
      Agreement).  The assets of the Borrower and its Subsidiaries on the
      consolidated financial statements of the Borrower and its Subsidiaries
      shall be adjusted to reflect the Borrower’s allocable share of such
      asset (including Borrower’s interest in any Unconsolidated Affiliate
      whose asset value is determined by application of the capitalization
      rate above), for the relevant period or as of the date of determination,
      taking into account (a) the relative proportion of each such item
      derived from assets directly owned by the Borrower and from assets owned
      by its respective Subsidiaries and Unconsolidated Affiliates, and
      (b) the Borrower’s respective ownership interest in its Subsidiaries and
      Unconsolidated Affiliates.  
    

    

    

    
      
        

        

      

      
        
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      Consolidated Total Liabilities.  All liabilities of a Person and
      its Subsidiaries determined on a Consolidated basis in accordance with
      GAAP and all Indebtedness of such Person and its Subsidiaries, whether
      or not so classified, including any liabilities arising in connection
      with sale and leaseback transactions.  Consolidated Total Liabilities
      shall not include Trust Preferred Equity or Subordinated Debt.  Amounts
      undrawn under this Agreement shall not be included in Indebtedness for
      purposes of this definition.  Notwithstanding anything to the contrary
      contained herein, (a) Indebtedness (i) of Borrower and its Subsidiaries
      consisting of environmental indemnities and guarantees with respect to
      customary exceptions to exculpatory language with respect to
      Non-recourse Indebtedness and (ii) of Borrower with respect to the TIF
      Guaranty shall not be included in the calculation of Consolidated Total
      Liabilities of Borrower and its Subsidiaries unless a claim shall have
      been made against Borrower or a Subsidiary of Borrower on account of any
      such guaranty or indemnity, and (b) Indebtedness of Borrower, the Trust
      and their Subsidiaries under completion guarantees shall equal the
      remaining costs to complete the applicable construction project in
      excess of construction loan or mezzanine loan proceeds available
      therefor and any equity deposited or invested for the payment of such
      costs.  
    

    

    

    
      
        

        

      

      
        
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      Contribution Agreement.  That certain Contribution Agreement
      dated of even date herewith among the Borrower, the Trust and the
      Subsidiary Guarantors.
    

    
      Conversion Request.  A notice given by the Borrower to the Agent
      of its election to convert or continue a Loan in accordance with §4.1.
    

    
      Co-Syndication Agents.  JPMorgan Chase Bank, N.A. and Bank of
      America, N.A.
    

    
      Debt Offering.  The issuance and sale by the Borrower or any
      Guarantor of any debt securities of the Borrower or such Guarantor.
    

    
      Debt Service.  For any period, the sum of all interest, including
      capitalized interest not paid in cash, bond related expenses, and
      mandatory principal/sinking fund payments due and payable during such
      period excluding any balloon payments due upon maturity of any
      Indebtedness.  Any of the foregoing payable with respect to Subordinated
      Debt shall be included in the calculation of Debt Service.
    

    
      Debt Service Coverage Amount.  At any time determined by the
      Agent, an amount equal to the maximum principal loan amount which, when
      bearing interest at a rate per annum equal to the greater of (a) the
      then-current annual yield on seven (7) year obligations issued by the
      United States Treasury most recently prior to the date of determination
      plus 2.50% payable based on a 25 year mortgage style amortization
      schedule (expressed as a mortgage constant percentage) and (b) 8.5%,
      would be payable by the monthly principal and interest payment amount
      resulting from dividing (a) the Operating Cash Flow from the Mortgaged
      Properties for the preceding four fiscal quarters divided by 1.5 by (b)
      12.  The determination of the Debt Service Coverage Amount and the
      components thereof by the Agent shall, so long as the same shall be
      determined in good faith, be conclusive and binding absent manifest
      error.
    

    
      Default.  See §12.1.
    

    
      Defaulting Bank.  See §14.5(c).
    

    
      Derivatives Contract.  Any and all rate swap transactions, basis
      swaps, credit derivative transactions, forward rate transactions,
      commodity swaps, commodity options, forward commodity contracts, equity
      or equity index swaps or options, bond or bond price or bond index swaps
      or options or forward bond or forward bond price or forward bond index
      transactions, interest rate options, forward foreign exchange
      transactions, cap transactions, floor transactions, collar transactions,
      currency swap transactions, cross-currency rate swap transactions,
      currency options, spot contracts, or any other similar transactions or
      any combination of any of the foregoing (including any options to enter
      into any of the foregoing), whether or not any such transaction is
      governed by or subject to any master agreement.  Not in limitation of
      the foregoing, the term “Derivatives Contract” includes any and all
      transactions of any kind, and the related confirmations, which are
      subject to the terms and conditions of, or governed by, any form of
      master agreement published by the International Swaps and Derivatives
      Association, Inc., any International Foreign Exchange Master Agreement,
      or any other master agreement of similar type, including any such
      obligations or liabilities under any such master agreement.
    

    
      Directions.  See §14.12.
    

    

    

    
      
        

        

      

      
        
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      Distribution.  With respect to any Person, the declaration or
      payment of any cash, cash flow, dividend or distribution on or in
      respect of any shares of any class of capital stock, partnership
      interest, membership interest or other beneficial interest of such
      Person other than that portion of any dividends or distributions payable
      in equity securities of such Person; the purchase, redemption, exchange
      or other retirement of any shares of any class of capital stock,
      partnership interest, membership interest or other beneficial interest
      of such Person, directly or indirectly through a Subsidiary of such
      Person or otherwise; the return of capital by such Person to its
      shareholders, partners, members or other owners as such; or any other
      distribution on or in respect of any shares of any class of capital
      stock or other beneficial interest of such Person.
    

    
      Documentation Agent.  Deutsche Bank Trust Company Americas.
    

    
      Dollars or $. Dollars in lawful currency of the United
      States of America.
    

    
      Domestic Lending Office.  Initially, the office of each Bank
      designated as such in Schedule 1.1 hereto; thereafter, such
      other office of such Bank, if any, located within the United States that
      will be making or maintaining Base Rate Loans.
    

    
      Drawdown Date.  The date on which any Loan is made or is to be
      made, and the date on which any Loan which is made prior to the
      Revolving Credit Maturity Date or Term Loan Maturity Date, as
      applicable, is converted or combined in accordance with §4.1.
    

    
      Eligible Real Estate.  Real Estate which meets the conditions set
      forth in § 7.19(a).
    

    
      Eligible Real Estate Qualification Documents.  See Schedule
      5.3.
    

    
      Employee Benefit Plan.  Any employee benefit plan within the
      meaning of §3(3) of ERISA maintained or contributed to by the Borrower,
      a Guarantor or any ERISA Affiliate, other than a Multiemployer Plan.
    

    
      Environmental Insurance Policy.  That certain Pollution and Legal
      Liability Real Estate Policy issued by Environmental Insurer, Policy No.
      CRE 2675936, in favor of Ramco-Gershenson Properties, as named Insured.
    

    
      Environmental Insurer.  American International Specialty Lines
      Insurance Company.
    

    
      Environmental Laws.  See §6.18(a).
    

    
      Equity Offering.  The issuance and sale by the Borrower or any
      Guarantor of any equity securities of the Borrower or such Guarantor.
    

    
      ERISA.  The Employee Retirement Income Security Act of 1974, as
      amended and in effect from time to time.
    

    
      ERISA Affiliate.  Any Person which is treated as a single
      employer with the Borrower or any Guarantor under §414 of the Code.
    

    

    

    
      
        

        

      

      
        
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      ERISA Reportable Event.  A reportable event with respect to a
      Guaranteed Pension Plan within the meaning of §4043 of ERISA and the
      regulations promulgated thereunder as to which the requirement of notice
      has not been waived.
    

    
      Event of Default.  See §12.1.
    

    
      Existing Hedge Agreements.  The existing hedge agreements of the
      Trust and its Subsidiaries described on Schedule 1.2 hereto.
    

    
      Existing Letters of Credit.  The Letters of Credit issued by
      Issuing Bank and described on Schedule 2.9 hereto.
    

    
      Federal Funds Effective Rate.  For any day, the rate per annum
      (rounded to the nearest one hundredth of one percent (1/100 of 1%))
      announced by the Federal Reserve Bank of Cleveland on such day as being
      the weighted average of the rates on overnight federal funds
      transactions arranged by federal funds brokers on the previous trading
      day, as computed and announced by such Federal Reserve Bank in
      substantially the same manner as such Federal Reserve Bank computes and
      announces the weighted average it refers to as the “Federal Funds
      Effective Rate”, or, if such rate is not so published for any day that
      is a Business Day, the average of the quotations for such day on such
      transactions received by the Agent from three (3) Federal funds brokers
      of recognized standing selected by the Agent.
    

    
      Fixed Charges. With respect to the Trust and its Subsidiaries for
      any fiscal period, an amount equal to the sum of (a) the Debt Service of
      the Trust and its Subsidiaries, plus (b) the Preferred Distributions of
      the Trust and its Subsidiaries, all determined on a consolidated basis
      in accordance with GAAP.
    

    
      Funds from Operations.  With respect to any Person for any fiscal
      period, the Net Income (or Deficit) of such Person computed in
      accordance with GAAP, excluding losses from sales of property, plus
      depreciation and amortization, and after adjustments for unconsolidated
      partnerships and joint ventures.  Adjustments for unconsolidated
      partnerships and joint ventures will be calculated to reflect funds from
      operations on the same basis.
    

    
      GAAP.  Principles that are (a) consistent with the principles
      promulgated or adopted by the Financial Accounting Standards Board and
      its predecessors, as in effect from time to time and (b) consistently
      applied with past financial statements of the Person adopting the same
      principles; provided that a certified public accountant would,
      insofar as the use of such accounting principles is pertinent, be in a
      position to deliver an unqualified opinion (other than a qualification
      regarding changes in GAAP) as to financial statements in which such
      principles have been properly applied.  Notwithstanding the foregoing,
      for the purposes of the financial calculations hereunder, any amount
      otherwise included therein from a mark-up or mark-down of a derivative
      product of a Person shall be excluded.
    

    
      Government Acts.  See §2.9(j).
    

    
      Guaranteed Pension Plan.  Any employee pension benefit plan
      within the meaning of §3(2) of ERISA maintained or contributed to by the
      Borrower, any Guarantor or any ERISA Affiliate the benefits of which are
      guaranteed on termination in full or in part by the PBGC pursuant to
      Title IV of ERISA, other than a Multiemployer Plan.
    

    

    

    
      
        

        

      

      
        
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      Guarantors.  Collectively, the Trust and each Subsidiary
      Guarantor, and individually, any one such Guarantor.
    

    
      Guaranty.  The Amended and Restated Unconditional Guaranty of
      Payment and Performance dated of even date herewith made by the
      Guarantors in favor of the Agent and the Banks, as the same may be
      modified or amended, such Guaranty to be in form and substance
      satisfactory to the Agent.
    

    
      Hazardous Substances.  See §6.18(b).
    

    
      Hedge Obligations.  All obligations of Borrower to any Lender
      Hedge Provider under any agreement with respect to an interest rate
      swap, collar, cap or floor or a forward rate agreement or other
      agreement regarding the hedging of interest rate risk exposure relating
      to the Obligations, and any confirming letter executed pursuant to such
      hedging agreement, all as amended, restated or otherwise modified.
    

    
      High Leverage Condition.  Any period of time in which a Target
      Leverage Condition does not exist.
    

    
      Indebtedness.  All obligations, contingent and otherwise, that in
      accordance with GAAP should be classified upon the obligor’s balance
      sheet as liabilities, or to which reference should be made by footnotes
      thereto, but without any double counting, including in any event and
      whether or not so classified: (a) all debt and similar monetary
      obligations, whether direct or indirect (including, without limitation,
      any obligations evidenced by bonds, debentures, notes or similar debt
      instruments); (b) all liabilities secured by any mortgage, pledge,
      security interest, lien, charge or other encumbrance existing on
      property owned or acquired subject thereto, whether or not the liability
      secured thereby shall have been assumed; (c) all guarantees,
      endorsements and other contingent obligations whether direct or indirect
      in respect of indebtedness of others, including any obligation to supply
      funds to or in any manner to invest directly or indirectly in a Person,
      to purchase indebtedness, or to assure the owner of indebtedness against
      loss through an agreement to purchase goods, supplies or services for
      the purpose of enabling the debtor to make payment of the indebtedness
      held by such owner or otherwise; (d) any obligation as a lessee or
      obligor under a Capitalized Lease; (e) all subordinated debt, including,
      without limitation, Subordinated Debt (but excluding Trust Preferred
      Equity); (f) all obligations to purchase under agreements to acquire
      (but excluding agreements which provide that the seller’s remedies
      thereunder are limited to market liquidated damages in the event the
      purchaser defaults thereunder), or otherwise to contribute money with
      respect to, properties under “development” within the meaning of §8.9;
      and (g) all obligations, contingent or deferred or otherwise, of any
      Person, including, without limitation, any such obligations as an
      account party under acceptance, letter of credit or similar facilities
      including, without limitation, obligations to reimburse the issuer in
      respect of a letter of credit except for contingent obligations (but
      excluding any guarantees or similar obligations) that are not material
      and are incurred in the ordinary course of business in connection with
      the acquisition or obtaining commitments for financing of Real Estate.
    

    

    

    
      
        

        

      

      
        
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      Indemnity Agreement.  The Indemnity Agreement Regarding Hazardous
      Materials made by the Borrower and the Guarantors in favor of the Agent
      and the Banks, as the same may be modified or amended, pursuant to which
      the Borrower and the Guarantors agree to indemnify the Agent and the
      Banks with respect to Hazardous Substances and Environmental Laws, such
      Indemnity Agreement to be in form and substance satisfactory to the
      Agent.
    

    
      Insurance Availability Condition.  An Insurance Availability
      Condition shall exist in the event that (a) any loss or damage has
      occurred to any Mortgaged Property which is covered by a casualty
      insurance policy, (b) the Agent shall reasonably determine that the
      repair or reconstruction of such loss or damage can be completed prior
      to the Maturity Date, and (c) after application of §7.19(c), and after
      deducting from the Borrowing Base Availability an amount equal to the
      cost, as reasonably estimated by Agent after consultation with Borrower,
      to repair and restore such Mortgaged Property to its condition prior to
      such casualty, Borrower would be in compliance with the covenants set
      forth in §9.5.
    

    
      Insurance Proceeds.  All insurance proceeds, damages and claims
      and the right thereto under any insurance policies relating to any
      portion of any Collateral, net of all reasonable and customary amounts
      actually expended to collect the same, including, without limitation,
      reasonable and customary amounts expended in negotiating, litigating, if
      appropriate, or investigating the amount of such insurance, proceeds,
      damages and claims.
    

    
      Interest Payment Date.  As to each Base Rate Loan, the first day
      of each calendar month during the term of such Base Rate Loan and as to
      each LIBOR Rate Loan, the first day of each calendar month during the
      term of such LIBOR Rate Loan and the last day of the Interest Period
      relating thereto.
    

    
      Interest Period.  With respect to each LIBOR Rate Loan
      (a) initially, the period commencing on the Drawdown Date of such Loan
      and ending one, two, three or six months (or, with the consent of the
      Banks, a period of less than one (1) month) thereafter and
      (b) thereafter, each period commencing on the day following the last day
      of the next preceding Interest Period applicable to such Loan and ending
      on the last day of one of the periods set forth above, as selected by
      the Borrower in a Conversion Request; provided that all of the
      foregoing provisions relating to Interest Periods are subject to the
      following:
    

    
      (i)                                    if any Interest Period with
      respect to a LIBOR Rate Loan would otherwise end on a day that is not a
      LIBOR Business Day, that Interest Period shall end and the next Interest
      Period shall commence on the next preceding or succeeding LIBOR Business
      Day as determined conclusively by the Agent in accordance with the then
      current bank practice in the London Interbank Market;
    

    
      (ii)                                   if the Borrower shall fail to
      give notice as provided in §4.1, the Borrower shall be deemed to have
      requested a conversion of the affected LIBOR Rate Loan to a Base Rate
      Loan on the last day of the then current Interest Period with respect
      thereto; and
    

    
      (iii)                                  no Interest Period relating to
      any LIBOR Rate Loan shall extend beyond the Revolving Credit Maturity
      Date or Term Loan Maturity Date, as applicable.
    

    

    

    
      
        

        

      

      
        
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      Interest Rate Contracts.  Interest rate swap, collar, cap or
      similar agreements providing interest rate protection.
    

    
      Investments.  With respect to any Person, all shares of capital
      stock, evidences of Indebtedness and other securities issued by any
      other Person, all loans, advances, or extensions of credit to, or
      contributions to the capital of, any other Person, all purchases of the
      securities or business or integral part of the business of any other
      Person and commitments and options to make such purchases, all interests
      in real property, and all other investments; provided, however,
      that the term “Investment” shall not include (i) equipment, inventory
      and other tangible personal property acquired in the ordinary course of
      business, or (ii) current trade and customer accounts receivable for
      services rendered in the ordinary course of business and payable in
      accordance with customary trade terms.  In determining the aggregate
      amount of Investments outstanding at any particular time: (a) the amount
      of any Investment represented as a guaranty shall be taken at not less
      than the principal amount of the obligations guaranteed and still
      outstanding; (b) there shall be included as an Investment all interest
      accrued with respect to Indebtedness constituting an Investment unless
      and until such interest is paid; (c) there shall be deducted in respect
      of each such Investment any amount received as a return of capital (but
      only by repurchase, redemption, retirement, repayment, liquidating
      dividend or liquidating distribution); (d) there shall not be deducted
      in respect of any Investment any amounts received as earnings on such
      Investment, whether as dividends, interest or otherwise, except that
      accrued interest included as provided in the foregoing clause (b) may be
      deducted when paid; and (e) there shall not be deducted from the
      aggregate amount of Investments any decrease in the value thereof.
    

    
      Issuing Bank.  KeyBank in its capacity as the Bank issuing
      Letters of Credit, or any successor issuing bank hereunder.
    

    
      Joinder Agreement.  The joinder agreement with respect to the
      Guaranty, the Contribution Agreement and the Indemnity Agreement to be
      executed and delivered pursuant to §5.5 by any additional Guarantor,
      substantially in the form of Exhibit D hereto.
    

    
      KeyBank.  As defined in the preamble hereto.
    

    
      Leases.  Leases, licenses and agreements whether written or oral,
      relating to the use or occupation of space in or on any Building or on
      any Real Estate by persons other than the Borrower.
    

    
      Lender Hedge Provider.  With respect to any Hedge Obligations,
      any counterparty thereto that, at the time the applicable hedge
      agreement was entered into, was a Bank or an Affiliate of a Bank.  For
      the avoidance of doubt, Bank of America, N.A. is a Lender Hedge Provider
      with respect to the Existing Hedge Agreements.
    

    
      Letter of Credit.  Any standby letter of credit issued at the
      request of the Borrower and  for the account of the Borrower in
      accordance with §2.9.
    

    
      Letter of Credit Application.  See §2.9(b).
    

    
      Letter of Credit Liabilities.  At any time and in respect of any
      Letter of Credit, the sum of (a) the maximum undrawn face amount of such
      Letter of Credit plus (b) the aggregate unpaid principal amount of all
      drawings made under such Letter of Credit which have not been repaid
      (including repayment by a Revolving Credit Loan).  For purposes of this
      Agreement, a Revolving Credit Bank (other than the Bank acting as the
      Issuing Bank) shall be deemed to hold a Letter of Credit Liability in an
      amount equal to its participation interest in the related Letter of
      Credit under §2.9, and the Bank acting as the Issuing Bank shall be
      deemed to hold a Letter of Credit Liability in an amount equal to its
      retained interest in the related Letter of Credit after giving effect to
      the acquisition by the Revolving Credit Banks other than the Bank acting
      as the Issuing Bank of their participation interests under such Section.
    

    

    

    
      
        

        

      

      
        
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      Letter of Credit Sublimit.  An amount equal to $25,000,000.00, as
      such amount may increase as provided in §2.9 or may reduce as provided
      in §2.7.
    

    
      LIBOR Business Day.  Any day on which commercial banks are open
      for international business (including dealings in Dollar deposits) in
      London.
    

    
      LIBOR Lending Office.  Initially, the office of each Bank
      designated as such in Schedule 1.1 hereto; thereafter, such
      other office of such Bank, if any, that shall be making or maintaining
      LIBOR Rate Loans.
    

    
      LIBOR Rate.  For any LIBOR Rate Loan for any Interest Period, the
      average rate (rounded to the nearest 1/100th) as shown in Reuters Screen
      LIBOR 01 Page at which deposits in U.S. dollars are offered by first
      class banks in the London Interbank Market at approximately 11:00 a.m.
      (London time) on the day that is two (2) LIBOR Business Days prior to
      the first day of such Interest Period with a maturity approximately
      equal to such Interest Period and in an amount approximately equal to
      the amount to which such Interest Period relates, adjusted for reserves
      and taxes if required by future regulations.  If such service no longer
      reports such rate or Agent determines in good faith that the rate so
      reported no longer accurately reflects the rate available to Agent in
      the London Interbank Market, Agent may select a replacement index.  For
      any period during which a Reserve Percentage shall apply, the LIBOR Rate
      with respect to LIBOR Rate Loans shall be equal to the amount determined
      above divided by an amount equal to 1 minus the Reserve
      Percentage.  Notwithstanding the foregoing, the LIBOR Rate shall not be
      less than two percent (2%) for any Revolving Credit Loans or Term Loans
      (including for the purpose of calculating the Base Rate for any
      Revolving Credit Loans or Term Loans bearing interest by reference
      thereto) in excess of the notional amount hedged pursuant to the
      Existing Hedge Agreements, provided that (i) as the Existing Hedge
      Agreements expire in accordance with their current terms, the principal
      amount of the Revolving Credit Loans and Term Loans subject to the floor
      of two percent (2%) shall increase by the notional amount of the
      applicable Existing Hedge Agreement that has expired or terminated, and
      (ii) the floor of two percent (2%) shall first be applied to Revolving
      Credit Loans and then to Term Loans.
    

    
      LIBOR Rate Loans.  Collectively, the Revolving Credit LIBOR Rate
      Loans and the Term LIBOR Rate Loans.
    

    
      Lien.  See §8.2.
    

    
      Liquidity.  As of any date of determination, the sum of (x)
      Unrestricted Cash and Cash Equivalents of the Borrower, plus (y)
      the maximum amount of Revolving Credit Loans that Borrower may borrow
      pursuant to §2.1 (after deducting the amount of all other Outstanding
      Loans and Letter of Credit Liabilities), plus (z) any amounts
      that can be drawn under the Aquia Loan Agreement.
    

    

    

    
      
        

        

      

      
        
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      Loan Documents.  This Agreement, the Notes (if any), the Letters
      of Credit, the Letter of Credit Applications, the Guaranty, the Security
      Documents and all other documents, instruments or agreements now
      or  hereafter executed or delivered by or on behalf of the Borrower or
      the Guarantors in connection with the Loans.
    

    
      Loan Request.  See §2.5.
    

    
      Loans.  The Revolving Credit Loans and the Term Loans.  Swing
      Line Loans shall constitute “Revolving Credit Loans” for all purposes
      under this Agreement (provided that only the Swing Line Lender shall be
      obligated to make a Swing Line Loan), but shall not be considered the
      utilization of a Revolving Credit Bank’s Revolving Credit Commitment
      (except to the extent of such Revolving Credit Bank’s participation in
      Swing Line Loans).
    

    
      Majority Banks.  As of any date, any Bank or collection of Banks
      whose aggregate Commitment Percentage is more than fifty percent (50%);
      provided, that, in determining said percentage at any given time, all
      then existing Defaulting Banks will be disregarded and excluded and the
      Commitment Percentages of the Banks shall be redetermined for voting
      purposes only, to exclude the Commitment Percentages of such Defaulting
      Banks.
    

    
      Majority Revolving Credit Banks.  As of any date, any Revolving
      Credit Bank or collection of Revolving Credit Banks whose aggregate
      Revolving Credit Commitment Percentage is greater than fifty percent
      (50%); provided that in determining said percentage at any given time,
      all the existing Revolving Credit Banks that are Defaulting Banks will
      be disregarded and excluded and the Revolving Credit Commitment
      Percentages of the Revolving Credit Banks shall be redetermined for
      voting purposes only to exclude the Revolving Credit Commitment
      Percentages of such Defaulting Banks.
    

    
      Management Agreements.  Agreements, whether written or oral,
      providing for the management of the Mortgaged Properties or any of them.
    

    
      Mortgaged Property or Mortgaged Properties.  The Eligible Real
      Estate owned or leased by the Borrower or any Subsidiary Guarantor which
      is conveyed to and accepted by the Agent as security for the Obligations
      of the Borrower pursuant to the Security Deeds.
    

    
      Multiemployer Plan.  Any multiemployer plan within the meaning of
      §3(37) of ERISA maintained or contributed to by the Borrower, a
      Guarantor or any ERISA Affiliate.
    

    
      Net Income (or Deficit).  With respect to any Person (or any
      asset of any Person) for any fiscal period, the net income (or deficit)
      of such Person (or attributable to such asset), after deduction of all
      expenses, taxes and other proper charges, determined in accordance with
      GAAP.
    

    
      Net Offering Proceeds.  The gross cash proceeds received by the
      Borrower or any Guarantor as a result of a Debt Offering or an Equity
      Offering less the customary and reasonable costs, fees, expenses,
      underwriting commissions and discounts incurred by the Borrower or such
      Guarantor in connection therewith.
    

    

    

    
      
        

        

      

      
        
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      Net Proceeds.  With respect to the sale or refinance of any
      portion of the Mortgaged Property in accordance with the provisions of
      §5.4, all gross proceeds of such sale or refinance plus all other
      consideration received in conjunction with such sale or refinance less
      all reasonable, ordinary and customary costs, expenses and commissions
      incurred as a direct result of such sale or refinance and paid to any
      Person; provided that no such costs, expenses or commissions shall be
      paid to the Borrower, a Guarantor or any of their respective partners,
      members, managers, officers, directors or Affiliates unless such costs,
      expenses or commissions do not exceed those payable in an arms-length
      transaction in the applicable market as reasonably determined by Agent.
    

    
      Net Rentable Area.  With respect to any Real Estate, the floor
      area of any buildings, structures or improvements available (or to be
      available upon completion) for leasing to tenants determined in
      accordance with the Rent Roll for such Real Estate, the manner of such
      determination to be consistent for all Real Estate unless otherwise
      approved by the Agent.
    

    
      New Development Activity.  Either of the following commencing
      after the date of this Agreement:  (i) any new vertical construction of
      a shopping center, office complex or other development type, or (ii) the
      commencement of a new phase of vertical construction on any Real Estate
      (addition of a building for a tenant within an existing phase of a
      development or renovation of an existing center shall not be considered
      a new phase).
    

    
      New Redevelopment Activity.  Any of the following commencing
      after the date of this Agreement:  (i) the substantial renovation of
      improvements to Real Estate which materially changes the character or
      size thereof, (ii) the addition of buildings, structures, improvements,
      amenities or other related facilities to existing Real Estate which is
      already used principally for shopping centers, office complexes or other
      development types operated by the Borrower and its Subsidiaries, and the
      costs of which will not be recoverable under reimbursement provisions
      (other than through rent or a gross up of rent), (iii) the demolition of
      existing structures or improvements to Real Estate, or (iv) the
      construction of any structures or improvements to Real Estate performed
      by an existing or potential tenant, and the Borrower (or any Subsidiary
      or Affiliate thereof), the Trust or its respective Subsidiary, as
      applicable, is obligated to reimburse such tenant for the cost of such
      construction upon completion of such construction by such tenant.  The
      term New Redevelopment Activity shall not include any maintenance,
      repairs and replacement to any Real Estate, or improvements thereon,
      completed in the ordinary course of business or any tenant work that is
      paid for by a tenant (other than through rent or a gross up of rent),
      even if performed by the Borrower, the Trust or a Subsidiary as landlord.
    

    
      Non-recourse Indebtedness.  Indebtedness of a Person which is
      secured solely by one or more parcels of Real Estate (other than a
      Mortgaged Property) and related personal property and is not a general
      obligation of such Person, the holder of such Indebtedness having
      recourse solely to the parcels of Real Estate securing such
      Indebtedness, the Building and any leases thereon and the rents and
      profits thereof.
    

    
      Non-Consenting Bank.  See §18.9.
    

    

    

    
      
        

        

      

      
        
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      Notes.  Collectively, the Revolving Credit Notes, Term Loan
      Notes, and the Swing Line Note, if any.
    

    
      Notice.  See §19.
    

    
      Obligations.  All indebtedness, obligations and liabilities of
      the Borrower and the Guarantors to any of the Banks and the Agent,
      individually or collectively, under this Agreement or any of the other
      Loan Documents or in respect of any of the Loans, the Letters of Credit
      or the Notes, or other instruments at any time evidencing any of the
      foregoing, whether existing on the date of this Agreement or arising or
      incurred hereafter, direct or indirect, joint or several, absolute or
      contingent, matured or unmatured, liquidated or unliquidated, secured or
      unsecured, arising by contract, operation of law or otherwise.
    

    
      OFAC.  Office of Foreign Asset Control of the Department of the
      Treasury of the United States of America.
    

    
      Operating Cash Flow.  With respect to any Person (or any asset of
      any Person) for any period, for the four (4) most recently completed
      consecutive fiscal quarters of such Person an amount equal to the sum of
      (a) the Net Income of such Person (or attributable to such asset) for
      such period (excluding from Net Income any base rents from tenants
      leasing 5,000 square feet or more (1) that are subject to any bankruptcy
      proceeding and that have not affirmed or assumed their respective lease
      or other occupancy agreement or (2) as to which a payment default has
      occurred under the applicable Lease for sixty (60) days or more beyond
      any applicable grace and cure period) plus (b) depreciation and
      amortization, interest expense, and any extraordinary or nonrecurring
      losses deducted in calculating such Net Income, minus (c) any
      extraordinary or nonrecurring gains included in calculating such Net
      Income, minus (d) the Capital Expenditure Reserve Amount, minus
      (e) to the extent not already deducted in calculating Net Income, a
      management fee of 3% of minimum rents attributable to any Real Estate of
      such Person, all as determined in accordance with GAAP, minus
      (f) any lease termination payments not received in the ordinary course
      of business.  Payments from Borrower or its Affiliates under leases
      shall be excluded from Operating Cash Flow.
    

    
      Outstanding.  With respect to the Loans, the aggregate unpaid
      principal thereof as of any date of determination.  With respect to
      Letters of Credit, the aggregate undrawn face amount of issued Letters
      of Credit
    

    
      Patriot Act.  The Uniting and Strengthening America by Providing
      Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
      2001, as the same may be amended from time to time, and corresponding
      provisions of future laws.
    

    
      PBGC.  The Pension Benefit Guaranty Corporation created by §4002
      of ERISA and any successor entity or entities having similar
      responsibilities.
    

    
      Permitted Liens.  Liens, security interests and other
      encumbrances permitted by §8.2.
    

    
      Person.  Any individual, corporation, partnership, limited
      liability company, trust, unincorporated association, business, or other
      legal entity, and any government or any governmental agency or political
      subdivision thereof.
    

    

    

    
      
        

        

      

      
        
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      Potential Collateral.  Any property of the Borrower or a Wholly
      Owned Subsidiary of Borrower which is not at the time included in the
      Collateral and which consists of (i) Eligible Real Estate and (ii) Real
      Estate which is capable of becoming Eligible Real Estate through the
      satisfaction of the conditions in §7.19 and the completion and delivery
      of Eligible Real Estate Qualification Documents.
    

    
      Preferred Distributions.  For any period, the amount of any and
      all Distributions (but excluding any repurchase of Preferred Equity)
      paid, declared but not yet paid or otherwise due and payable to the
      holders of Preferred Equity.
    

    
      Preferred Equity.  Any form of preferred stock or partnership
      interest (whether perpetual, convertible or otherwise) or other
      ownership or beneficial interest in the Trust or any Subsidiary of the
      Trust (including any Trust Preferred Equity) that entitles the holders
      thereof to preferential payment or distribution priority with respect to
      dividends, distributions, assets or other payments over the holders of
      any other stock, partnership interest or other ownership or beneficial
      interest in such Person.
    

    
      Prior Credit Agreement.  As defined in the recitals.
    

    
      Real Estate.  All real property at any time owned or leased (as
      lessee or sublessee) by the Borrower or any of its Subsidiaries.
    

    
      Record.  The grid attached to any Note, or the continuation of
      such grid, or any other similar record, including computer records,
      maintained by Agent with respect to any Loan referred to in such Note.
    

    
      Recourse Indebtedness.  Any Indebtedness (whether secured or
      unsecured) that is recourse to the Borrower or the Trust.  Guaranties
      with respect to customary exceptions to Non-recourse Indebtedness of
      Borrower’s Subsidiaries or Unconsolidated Affiliates shall not be deemed
      to be Recourse Indebtedness; provided that if a claim is made against
      Borrower or the Trust with respect thereto, the amount so claimed shall
      be considered Recourse Indebtedness.
    

    
      Redevelopment Property.  Any Real Estate which is not Under
      Development and (1) is undergoing a significant Capital Improvement
      Project and (2) is designated as a Redevelopment Property by Borrower
      and approved by Agent, such approval not to be unreasonably withheld.
    

    
      Register.  See §18.2.
    

    
      REIT Status.  With respect to the Trust, its status as a real
      estate investment trust as defined in §856(a) of the Code.
    

    
      Related Fund.  With respect to any Bank which is a fund that
      invests in loans, any Affiliate of such Bank or any other fund that
      invests in loans that is managed by the same investment advisor as such
      Bank or by an Affiliate of such Bank or such investment advisor.
    

    
      Release.  See §6.18(c)(iii).
    

    

    

    
      
        

        

      

      
        
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      Remediation Reserve.  An amount equal to $250,000.00, as adjusted
      by Agent pursuant to §7.23.
    

    
      Rent Roll.  A rent roll report prepared by the Borrower in the
      form customarily used by the Borrower and approved by the Agent, such
      approval not to be unreasonably withheld.
    

    
      Required Banks.  As of any date, any Bank or collection of Banks
      whose aggregate Commitment Percentage is equal to or greater than
      sixty-six and two-thirds percent (66.66%); provided that in determining
      said percentage at any given time, all then existing Defaulting Banks
      will be disregarded and excluded and the Commitment Percentages of the
      Banks shall be redetermined for voting purposes only to exclude the
      Commitment Percentages of such Defaulting Banks.
    

    
      Reserve Percentage.  For any day with respect to a LIBOR Rate
      Loan, the maximum rate (expressed as a decimal) at which any lender
      subject thereto would be required to maintain reserves (including,
      without limitation, all base, supplemental, marginal and other reserves)
      under Regulation D of the Board of Governors of the Federal Reserve
      System (or any successor or similar regulations relating to such reserve
      requirements) against “Eurocurrency Liabilities” (as that term is used
      in Regulation D or any successor or similar regulation), if such
      liabilities were outstanding.  The Reserve Percentage shall be adjusted
      automatically on and as of the effective date of any change in the
      Reserve Percentage.
    

    
      Revolving Credit Banks.  Collectively, the Banks which have a
      Revolving Credit Commitment, the initial Revolving Credit Banks being
      identified on Schedule 1.1 hereto.
    

    
      Revolving Credit Base Rate Loans.  The Revolving Credit Loans
      bearing interest by reference to the Base Rate.
    

    
      Revolving Credit Commitment.  With respect to each Revolving
      Credit Bank, the amount set forth on Schedule 1.1 hereto as the
      amount of such Revolving Credit Bank’s Revolving Credit Commitment to
      make or maintain Revolving Credit Loans to Borrower or to participate in
      Swing Line Loans and Letters of Credit, as the same may be changed from
      time to time in accordance with the terms of this Agreement.
    

    
      Revolving Credit Commitment Percentage.  With respect to each
      Revolving Credit Bank, the percentage set forth on Schedule 1.1
      hereto as such Revolving Credit Bank’s percentage of the aggregate
      Revolving Credit Commitments of all of the Revolving Credit Banks, as
      the same may be changed from time to time in accordance with the terms
      of this Agreement; provided that if the Revolving Credit Commitments of
      the Revolving Credit Banks have been terminated as provided in this
      Agreement, then the Revolving Credit Commitment Percentage of each
      Revolving Credit Bank shall be determined based on the Revolving Credit
      Commitment Percentage of such Revolving Credit Bank immediately prior to
      such termination and after giving effect to any subsequent assignments
      made pursuant to the terms thereof.
    

    
      Revolving Credit Loan or Loans.  An individual Revolving Credit
      Loan or the aggregate Revolving Credit Loans, as the case may be, made
      by the Revolving Credit Banks hereunder to Borrower, as more
      particularly described in §2.1.
    

    

    

    
      
        

        

      

      
        
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      Revolving Credit Note.  A promissory note made by the Borrower in
      favor of a Revolving Credit Bank in the principal face amount equal to
      such Revolving Credit Bank’s Revolving Credit Commitment, or if less,
      the outstanding amount of all  Revolving Credit Loans made by such
      Revolving Credit Bank, in substantially the form of Exhibit A
      hereto.
    

    
      Revolving Credit LIBOR Rate Loans.  Revolving Credit Loans
      bearing interest calculated by reference to the LIBOR Rate.
    

    
      Revolving Credit Maturity Date.  December 31, 2012, or such
      earlier date on which the Loans shall become due and payable pursuant to
      the terms hereof.
    

    
      SEC.  The federal Securities and Exchange Commission.
    

    
      Secured Indebtedness.  Indebtedness of a Person that is pursuant
      to a Capitalized Lease or is directly or indirectly secured by a Lien.
    

    
      Security Deeds.  The Mortgages, Deeds to Secure Debt and Deeds of
      Trust from the Borrower or a Subsidiary Guarantor to the Agent for the
      benefit of the Banks (or to trustees named therein acting on behalf of
      the Agent for the benefit of the Banks), as the same may be modified or
      amended, pursuant to which the Borrower or a Subsidiary Guarantor has
      conveyed a Mortgaged Property as security for the Obligations of the
      Borrower.
    

    
      Security Documents.  The Security Deeds, the Assignments of Rents
      and Leases, the Indemnity Agreement, the Guaranty, and any further
      collateral assignments to the Agent for the benefit of the Banks,
      including, without limitation, UCC 1 financing statements executed and
      delivered in connection therewith.
    

    
      Service Agreement.  Service agreements with third parties,
      whether written or oral, relating to the operation, maintenance,
      security, finance or insurance of Mortgaged Property.
    

    
      Short-term Investments.  Investments described in subsections (a)
      through (g), inclusive, of §8.3.
    

    
      State.  A state of the United States of America.
    

    
      Subordinated Debt.  Any subordinated debt which is not Trust
      Preferred Equity issued by the Trust or the Borrower (or a subsidiary
      trust created to issue such subordinated debt) (a) which has a minimum
      remaining term of not less than five (5) years, (b) which is unsecured
      and which is not guaranteed by any other Person, (c) which imposes no
      financial tests or covenants or negative covenants of the type set forth
      in §8 or §9 of this Agreement or the Guaranty or §12.1(p) or (q) of this
      Agreement (or other covenants, representations or defaults which have
      the same practical effect thereof) on the Trust, the Borrower or their
      respective Subsidiaries other than those approved by Agent, (d) pursuant
      to which all claims and liabilities of the Trust, Borrower and their
      respective Subsidiaries with respect to the principal and any premium
      and interest thereon are subordinate to the payment of the principal,
      letter of credit reimbursement obligations and any premium and interest
      thereon of the Borrower, the Trust and their respective Subsidiaries
      under this Agreement and other Indebtedness which by its terms is not
      subordinate to or pari passu with such Subordinated Debt on terms
      acceptable to the Agent, and as to which subordination provisions the
      Agent and the Banks shall be third party beneficiaries, and (e) which
      does not violate the terms of §8.11.
    

    

    

    
      
        

        

      

      
        
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      Subordination, Attornment and Non-Disturbance Agreement.  An
      agreement among the Agent, the Borrower or a Subsidiary Guarantor and a
      tenant under a Lease at a Mortgaged Property pursuant to which such
      tenant agrees to subordinate its rights under the Lease to the lien or
      security title of the applicable Security Deed and agrees to recognize
      the Agent or its successor in interest as landlord under the Lease in
      the event of a foreclosure under such Security Deed, and the Agent
      agrees to not disturb the possession of such tenant, such agreement to
      be in form and substance reasonably satisfactory to Agent.
    

    
      Subsidiary.  Any corporation, association, partnership, trust, or
      other business entity of which the designated parent shall at any time
      own directly or indirectly through a Subsidiary or Subsidiaries at least
      a majority (by number of votes or controlling interests) of the
      outstanding Voting Interests, and shall include all Persons the accounts
      of which are consolidated with those of such Person in accordance with
      GAAP.
    

    
      Subsidiary Guarantor.  Collectively, each Subsidiary of Borrower
      or the Trust which becomes a Guarantor pursuant to §5.5.  
    

    
      Survey.  An instrument survey of Mortgaged Property prepared by a
      registered land surveyor duly licensed in the State in which such
      Mortgaged Property is located which shall show the location of all
      buildings, structures, easements and utility lines on such property,
      shall be sufficient to remove the standard survey exception from the
      Title Policy, shall show that all buildings and structures are within
      the lot lines of the Mortgaged Property and shall not show any
      encroachments by others (or to the extent any encroachments are shown,
      such encroachments shall be acceptable to the Agent in its sole
      discretion), shall show rights of way, adjoining sites, establish
      building lines and street lines, the distance to, and names of the
      nearest intersecting streets and such other details as the Agent may
      reasonably require; shall show the zoning district or districts in which
      the Mortgaged Property is located and shall show whether or not the
      Mortgaged Property is located in a flood hazard district as  established
      by the Federal Emergency Management Agency or any successor agency or is
      located in any flood plain, flood hazard or wetland protection district
      established under federal, state or local law and shall otherwise be in
      form and substance reasonably satisfactory to the Agent.
    

    
      Surveyor Certification.  With respect to each parcel of Mortgaged
      Property, a certificate executed by the surveyor who prepared the Survey
      with respect thereto, dated as of a recent date and containing such
      information relating to such parcel as the Agent or the Title Insurance
      Company may reasonably require, such certificate to be reasonably
      satisfactory to the Agent in form and substance.
    

    
      Swing Line.  The revolving credit facility made available by the
      Swing Line Lender pursuant to §2.10.
    

    
      Swing Line Borrowing.  A borrowing of a Swing Line Loan pursuant
      to §2.10.
    

    
      Swing Line Lender.  KeyBank, in its capacity as provider of Swing
      Line Loans, or any successor swing line lender hereunder.
    

    

    

    
      
        

        

      

      
        
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      Swing Line Loan.  See §2.10(a).
    

    
      Swing Line Loan Notice.  A notice of a Swing Line Borrowing
      pursuant to §2.10(b), which, if in writing, shall be substantially in
      the form of Exhibit F attached hereto.
    

    
      Swing Line Note.  See §2.10(g).
    

    
      Swing Line Sublimit.  An amount equal to $15,000,000, as such
      amount may increase as provided in §2.10 or may reduce as provided in
      §2.7.  The Swing Line Sublimit is part of, and not in addition to, the
      Total Revolving Credit Commitments.
    

    
      Taking.  The taking or appropriation (including by deed in lieu
      of condemnation) of any Mortgaged Property, or any part thereof or
      interest therein, whether permanently or temporarily, for public or
      quasi-public use under the power of eminent domain, by reason of any
      public improvement or condemnation proceeding, or in any other manner or
      any damage or injury or diminution in value through condemnation,
      inverse condemnation or other exercise of the power of eminent domain.
    

    
      Target Leverage Condition.  A Target Leverage Condition shall
      exist in the event that and for so long as (a) the Total Leverage Ratio
      at any time has been equal to or less than 0.55 to 1 for each of the two
      (2) most recently completed consecutive fiscal quarters of Borrower (or
      with respect to the fiscal quarter in which the Closing Date occurs, the
      Total Leverage Ratio was equal to or less than 0.55 to 1 as of the
      Closing Date) and (b) Agent has received a Compliance Certificate
      certifying thereto together with the supporting information required by
      §7.4(e).
    

    
      Tax Indemnity Agreement.  That certain Tax Agreement dated as of
      May 10, 1996 between Atlantic Realty Trust and RPS Realty Trust (now
      known as the Trust).
    

    
      Term Base Rate Loans.  The Term Loans bearing interest by
      reference to the Base Rate.
    

    
      Term LIBOR Rate Loans.  The Term Loans bearing interest by
      reference to the LIBOR Rate.
    

    
      Term Loan or Term Loans.  An individual term loan or the
      aggregate term loans, as the case may be, in the maximum principal
      amount of $67,000,000.00 made by the Term Loan Banks hereunder pursuant
      to §2.2.
    

    
      Term Loan Banks.  Collectively, the Banks which have a Term Loan
      Commitment, the initial Term Loan Banks being identified on Schedule
      1.1 hereto.
    

    
      Term Loan Commitment.  As to each Term Loan Bank, the amount
      equal to such Term Loan Bank’s Term Loan Commitment Percentage of the
      aggregate principal amount of the Term Loans from time to time
      outstanding to Borrower.
    

    
      Term Loan Commitment Percentage.  With respect to each Term Loan
      Bank, the percentage set forth on Schedule 1.1 hereto as such
      Term Loan Bank’s percentage of the aggregate Term Loan to Borrower, as
      the same may be changed from time to time in accordance with the terms
      of this Agreement.
    

    

    

    
      
        

        

      

      
        
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      Term Loan Maturity Date.  June 30, 2011, or such earlier date on
      which the Loans shall become due and payable pursuant to the terms
      hereof.
    

    
      Term Loan Note.  A promissory note made by the Borrower in favor
      of a Term Loan Bank in the principal face amount equal to such Term Loan
      Bank’s Term Loan Commitment, in substantially the form of Exhibit
      B hereto.
    

    
      TIF Guaranty.  That certain Guaranty dated as of March 11, 2005
      made by Borrower and the Trust in favor of the City of Jacksonville
      relating to the development by Ramco Jacksonville LLC.  
    

    
      Titled Agents.  The Arranger, the Co-Syndication Agents and the
      Documentation Agent.
    

    
      Title Insurance Company.  Lawyers Title Insurance Corporation or
      another title insurance company or companies approved by the Agent in
      its reasonable discretion.
    

    
      Title Policy.  With respect to each parcel of Mortgaged Property,
      an ALTA standard form title insurance policy (or, if such form is not
      available, an equivalent form of or legally promulgated form of
      mortgagee title insurance policy reasonably acceptable to the Agent)
      issued by a Title Insurance Company (with such reinsurance or
      coinsurance as the Agent may require, any such reinsurance to be with
      direct access endorsements to the extent available under applicable law)
      in such amount as the Agent may require insuring the priority of the
      Security Deeds and that the Borrower or a Subsidiary Guarantor holds
      marketable fee simple title to such parcel, subject only to the
      encumbrances permitted by the Security Deed and which shall not contain
      standard exceptions for mechanics liens, persons in occupancy (other
      than tenants as tenants only under Leases) or matters which would be
      shown by a survey, shall not insure over any matter except to the extent
      that any such affirmative insurance is acceptable to the Agent in its
      sole discretion and shall contain (a) a revolving credit endorsement and
      (b) such other endorsements and affirmative insurance as the Agent
      reasonably may require and is available in the State in which the Real
      Estate is located, including but not limited to (i) a comprehensive
      endorsement, (ii) a variable rate of interest endorsement, (iii) a usury
      endorsement, (iv) a doing business endorsement, (v) in States where
      available, an ALTA form 3.1 zoning endorsement, (vi) a “tie-in”
      endorsement, (vii) a “first loss” endorsement, and (viii) a utility
      location endorsement.
    

    
      Total Commitment.  The sum of the Commitments of the Banks, as in
      effect from time to time.  As of the date of this Agreement, the Total
      Commitment is Two Hundred Seventeen Million and No/100 Dollars
      ($217,000,000.00).  The Total Commitment may increase in accordance with
      §2.8.
    

    
      Total Construction Costs.  The total amount of hard costs and
      expenditures incurred with respect to site development work or the
      vertical construction of improvements on Real Estate prepared in
      accordance with GAAP.  Total Construction Costs shall not include
      amounts specifically reimbursable by tenants or other third parties
      (excluding lenders, joint venture partners, equity investors or similar
      Persons).
    

    
      Total Leverage Ratio.  The ratio as of any determination date of
      Consolidated Total Liabilities to Consolidated Total Adjusted Asset
      Value.
    

    

    

    
      
        

        

      

      
        
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      Total Revolving Credit Commitment.  The sum of the Revolving
      Credit Commitments of the Revolving Credit Banks, as in effect from time
      to time.  As of the date of this Agreement, the Total Revolving Credit
      Commitment is One Hundred Fifty Million and No/100 Dollars
      ($150,000,00.00).  The Total Revolving Credit Commitment may increase in
      accordance with §2.8.
    

    
      Trust.  Ramco-Gershenson Properties Trust, a Maryland real estate
      investment trust.
    

    
      Trust Preferred Equity.  Any preferred equity interest (and
      related note) issued by the Trust (or a subsidiary trust created to
      issue such securities) (a) which has a minimum remaining term of not
      less than five (5) years (b) which is unsecured and which is not
      guaranteed by any other Person, (c) which imposes no financial or
      negative covenants (or other covenants, representations or defaults
      which have the same practical effect thereof) on the Trust, the Borrower
      or their respective Subsidiaries, (d) pursuant to which all claims and
      liabilities of the Trust, Borrower and its Subsidiary with respect
      thereto are subordinate to the payment of the Obligations of the
      Borrower, the Trust and their respective Subsidiaries on terms
      acceptable to the Agent, and as to which subordination provisions the
      Agent and the Banks shall be third party beneficiaries, (e) which
      provides that, upon the non-payment of the note and any dividends or
      other distributions that are required to be paid or made with respect
      thereto, the only available remedies to the holders thereof or any
      trustee or agent acting on their behalf are (x) the assumption of one or
      more seats on the Board of the Trust and/or (y) the blockage of (A)
      payments of any dividends or other distributions to the holders of the
      common shares of the Trust or other securities ranking on a parity with
      or subordinate to such Trust Preferred Equity, or (B) payments of
      amounts in redemption of or to repurchase common shares of the Trust or
      other securities ranking on a parity with or subordinate to such Trust
      Preferred Equity, and (f) which does not violate the terms of §8.11.
    

    
      Type.  As to any Loan, its nature as a Base Rate Loan or a LIBOR
      Rate Loan.
    

    
      Unconsolidated Affiliate.  As to any Person, any other Person in
      which it owns an interest which is not a Subsidiary.
    

    
      Under Development.  Any Real Estate or phase of a development
      shall be considered under development until such time as
      (i) certificates of occupancy permitting occupancy have been obtained
      for all tenants open for business and in any event for not less than
      fifty percent (50%) of the gross leasable area of such development or
      phase (excluding outlots) (it being agreed that Borrower shall receive a
      credit against such occupancy requirement for any space to be occupied
      by an anchor that has been conveyed to such anchor) or the Borrower has
      delivered to the Agent other evidence satisfactory to the Agent
      indicating that such occupancy of such development is lawful, and
      (ii) the gross income from the operation of such Real Estate or phase on
      an accrual basis shall have equaled or exceeded operating costs on an
      accrual basis for three (3) months.
    

    
      Unrestricted Cash and Cash Equivalents.  As of any date of
      determination, the sum of (a) the aggregate amount of Unrestricted cash
      and (b) the aggregate amount of Unrestricted Cash Equivalents (valued at
      fair market value).  As used in this definition, “Unrestricted” means
      the specified asset is not subject to any escrow, reserve, cash trap,
      Liens or claims of any kind in favor of any Person; provided that
      reserves or escrows specifically available for the payment of Total
      Construction Costs in connection with a New Redevelopment Activity shall
      be considered “Unrestricted” to the extent Borrower is able to satisfy
      the conditions for disbursement or release thereof.
    

    

    

    
      
        

        

      

      
        
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      Unsecured Indebtedness.  Indebtedness of the Borrower, the Trust
      and their respective Subsidiaries outstanding at any time which is not
      Secured Indebtedness.
    

    
      Variable Rate Debt.  Indebtedness that is payable by reference to
      a rate of interest that may vary, float or change during the term of
      such Indebtedness (that is, a rate of interest that is not fixed for the
      entire term of such Indebtedness).
    

    
      Voting Interests.  Stock or similar ownership interests, of any
      class or classes (however designated), the holders of which are at the
      time entitled, as such holders, (a) to vote for the election of a
      majority of the directors (or persons performing similar functions) of
      the corporation, association, partnership, trust or other business
      entity involved, or (b) to control, manage, or conduct the business of
      the corporation, partnership, association, trust or other business
      entity involved.
    

    
      Wholly Owned Subsidiary.  Any Subsidiary of Borrower or the Trust
      in which all of the equity interests (other than in the case of a
      corporation, director’s qualifying shares) are at the time directly or
      indirectly owned by Borrower or the Trust.
    

    
      §1.2.                  Rules
      of Interpretation.
    

    
      (a)                          A reference to any document or agreement
      shall include such document or agreement as amended, modified or
      supplemented from time to time in accordance with its terms and the
      terms of this Agreement.
    

    
      (b)                          The singular includes the plural and the
      plural includes the singular.
    

    
      (c)                          A reference to any law includes any
      amendment or modification to such law.
    

    
      (d)                          A reference to any Person includes its
      permitted successors and permitted assigns.
    

    
      (e)                          Accounting terms not otherwise defined
      herein have the meanings assigned to them by GAAP applied on a
      consistent basis by the accounting entity to which they refer.
    

    
      (f)                          The words “include”, “includes” and
      “including” are not limiting.
    

    
      (g)                          The words “approval” and “approved”, as the
      context so determines, means an approval in writing given to the party
      seeking approval after full and fair disclosure to the party giving
      approval of all material facts necessary in order to determine whether
      approval should be granted.
    

    

    

    
      
        

        

      

      
        
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      (h)                          All terms not specifically defined herein
      or by GAAP, which terms are defined in the Uniform Commercial Code as in
      effect in the State of  Michigan, have the meanings assigned to them
      therein.
    

    
      (i)                          Reference to a particular “§”, refers to
      that section of this Agreement unless otherwise indicated.
    

    
      (j)                          The words “herein”, “hereof”, “hereunder”
      and words of like import shall refer to this Agreement as a whole and
      not to any particular section or subdivision of this Agreement.
    

    
      (k)                          In the event of any change in GAAP after
      the date hereof or any other change in accounting procedures pursuant to
      §7.3 which would affect the computation of any financial covenant, ratio
      or other requirement set forth in any Loan Document, then upon the
      request of the Borrower or Agent, the Borrower, the Guarantors, the
      Agent and the Banks shall negotiate promptly, diligently and in good
      faith in order to amend the provisions of the Loan Documents such that
      such financial covenant, ratio or other requirement shall continue to
      provide substantially the same financial tests or restrictions of the
      Borrower and the Guarantors as in effect prior to such accounting
      change, as determined by the Required Banks in their good faith
      judgment.  Until such time as such amendment shall have been executed
      and delivered by the Borrower, the Guarantors, the Agent and the
      Required Banks, such financial covenants, ratio and other requirements,
      and all financial statements and other documents required to be
      delivered under the Loan Documents, shall be calculated and reported as
      if such change had not occurred.
    

    
      §2.      THE CREDIT FACILITY.
    

    
      §2.1.                  Commitment
      to Lend Revolving Credit Loans.  Subject to the terms and
      conditions set forth in this Agreement, each of the Revolving Credit
      Banks severally agrees to lend to the Borrower (the “Revolving Credit
      Loans”), and the Borrower may borrow (and repay and reborrow) from time
      to time between the Closing Date and the Revolving Credit Maturity Date
      upon notice by the Borrower to the Agent given in accordance with §2.5,
      such sums as are requested by the Borrower for the purposes set forth in
      §7.11 up to a maximum aggregate principal amount Outstanding (after
      giving effect to all amounts requested and the amount of Swing Line
      Loans and Letter of Credit Liabilities) not to exceed such Revolving
      Credit Bank’s Revolving Credit Commitment minus an amount
      equal to such Revolving Credit Bank’s participations in the Swing Line
      Loans and the Letter of Credit Liabilities; provided, that, in
      all events no Default or Event of Default shall have occurred and be
      continuing; and provided, further that the Outstanding Revolving
      Credit Loans (after giving effect to all amounts requested) and the
      Outstanding Swing Line Loans and the Letter of Credit Liabilities shall
      not at any time exceed (a) the Total Revolving Credit Commitment, or
      (b) the Borrowing Base Availability minus the principal amount of Term
      Loans Outstanding.  The Revolving Credit Loans shall be made pro
      rata in accordance with each Revolving Credit Bank’s Revolving
      Credit Commitment Percentage.  Each request for a Revolving Credit Loan
      hereunder shall constitute a representation and warranty by the Borrower
      that all of the conditions set forth in §10 and §11, in the case of the
      initial Revolving Credit Loan, and §11, in the case of all other
      Revolving Credit Loans, have been satisfied on the date of such request.
    

    

    

    
      
        

        

      

      
        
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      §2.2.                  Commitment
      to Lend Term Loan.  Subject to the terms and conditions set
      forth in this Agreement, each of the Term Loan Banks severally agrees to
      lend to Borrower on the Closing Date such Term Loan Bank’s Term Loan
      Commitment.
    

    
      §2.3.                  Unused
      Facility Fee.  The Borrower agrees to pay to the Agent for the
      account of the Revolving Credit Banks in accordance with their
      respective Revolving Credit Commitment Percentages a facility fee
      calculated at the rate per annum as set forth below on the daily amount
      by which the Total Revolving Credit Commitment exceeds the Outstanding
      Revolving Credit Loans during each day of a calendar quarter or portion
      thereof commencing on the date hereof and ending on the Revolving Credit
      Maturity Date.  The facility fee shall be calculated for each day based
      on the ratio (expressed as a percentage) of (a) the daily amount of the
      Outstanding Revolving Credit Loans during each day of such quarter to
      (b) the Total Revolving Credit Commitment as follows (the fee payable
      being the sum of such calculations for each day during the applicable
      period):
    

    
    	
          
            Ratio of Outstanding Principal Balance of Revolving
Credit
            Loans to Total Revolving Credit Commitment
          

        	
          
            Rate
          

        
	
          50% or less
        	
          0.45%
        
	
          Greater than 50%
        	
          0.35%
        


    

    
      The facility fee shall be payable quarterly in arrears on the fifth day
      of each calendar quarter for the immediately preceding calendar quarter
      or portion thereof, or on any earlier date on which the Revolving Credit
      Commitments shall be reduced or terminated as provided in §2.7, with a
      final payment on the Revolving Credit Maturity Date.
    

    
      §2.4.                  Interest
      on Loans.
    

    
      (a)                          Each Revolving Credit Base Rate Loan shall
      bear interest for the period commencing with the Drawdown Date thereof
      and ending on the date on which such Revolving Credit Base Rate Loan is
      repaid or is converted to a Revolving Credit LIBOR Rate Loan at the per
      annum rate equal to the sum of two and one-half percent (2.5%) plus the
      Base Rate.
    

    
      (b)                          Each Revolving Credit LIBOR Rate Loan shall
      bear interest for the period commencing with the Drawdown Date thereof
      and ending on the date such Revolving Credit LIBOR Loan is repaid or is
      converted to a Revolving Credit Base Rate Loan at the rate per annum
      equal to the sum of three and one-half percent (3.5%) plus the LIBOR
      Rate determined for such Interest Period.
    

    
      (c)                          Each Term Base Rate Loan shall bear
      interest for the period commencing with the Drawdown Date thereof and
      ending on the date on which such Term Base Rate Loan is repaid or is
      converted to a Term LIBOR Rate Loan at a rate per annum equal to the sum
      of two and one-half percent (2.5%) plus the Base Rate.
    

    
      (d)                          Each Term LIBOR Rate Loan shall bear
      interest for the period commencing with the Drawdown Date thereof and
      ending on the date on which such Term LIBOR Rate Loan is repaid or is
      converted to a Term Base Rate Loan at the rate per annum equal to the
      sum of three and one-half percent (3.5%) plus the LIBOR Rate determined
      for such Interest Period.
    

    

    

    
      
        

        

      

      
        
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      (e)                          The Borrower promises to pay interest on
      each Loan to it in arrears on each Interest Payment Date with respect
      thereto, or on any earlier date on which the Revolving Credit
      Commitments shall terminate as provided in §2.7.
    

    
      (f)                          Base Rate Loans and LIBOR Rate Loans may be
      converted to Loans of the other Type as provided in §4.1.
    

    
      §2.5.                  Requests
      for Revolving Credit Loans.  The Borrower (i) shall notify the
      Agent of a potential request for a Revolving Credit Loan as soon as
      possible prior to the Borrower’s proposed Drawdown Date, and (ii) shall
      give to the Agent written notice in the form of Exhibit E hereto
      (or telephonic notice confirmed in writing in the form of Exhibit E
      hereto) of each Revolving Credit Loan requested hereunder (a “Loan
      Request”) no later than 11:00 a.m. (Cleveland time) three (3) Business
      Days prior to the proposed Drawdown Date if such Loan is to be a
      Revolving Credit LIBOR Rate Loan or no later than 2:00 p.m. (Cleveland
      time) one (1) Business Day prior to the proposed Drawdown Date if such
      Loan is to be a Revolving Credit Base Rate Loan.  Each such notice shall
      specify with respect to the requested Revolving Credit Loan the proposed
      principal amount, Drawdown Date, Interest Period (if applicable) and
      Type.  Each such notice shall also contain (i) a statement as to the
      purpose for which such advance shall be or has been used (which purpose
      shall be in accordance with the terms of §7.11), and (ii) a
      certification by the chief executive officer, chief financial or chief
      accounting officer of the general partner of the Borrower and the chief
      executive officer, chief financial or chief accounting officer of the
      Trust that the Borrower and Guarantors are and will be in compliance
      with all covenants under the Loan Documents after giving effect to the
      making of such Revolving Credit Loan.  Promptly upon receipt of any such
      notice, the Agent shall notify each of the Revolving Credit Banks
      thereof.  Except as provided in this §2.5, each such Loan Request shall
      be irrevocable and binding on the Borrower and shall obligate the
      Borrower to accept the Revolving Credit Loan requested from the
      Revolving Credit Banks on the proposed Drawdown Date, provided that, in
      addition to the Borrower’s other remedies against any Revolving Credit
      Bank which fails to advance its proportionate share of a requested
      Revolving Credit Loan, such Loan Request may be revoked by the Borrower
      by notice received by the Agent no later than the Drawdown Date if any
      Revolving Credit Bank fails to advance its proportionate share of the
      requested Revolving Credit Loan in accordance with the terms of this
      Agreement, provided further, that the Borrower shall be
      liable in accordance with the terms of this Agreement to any Revolving
      Credit Bank which is prepared to advance its proportionate share of the
      requested Revolving Credit Loan for any costs, expenses or damages
      actually incurred by such Revolving Credit Bank as a result of the
      Borrower’s election to revoke such Loan Request.  Nothing herein shall
      prevent the Borrower from seeking recourse against any Revolving Credit
      Bank that fails to advance its proportionate share of a requested
      Revolving Credit Loan as required by this Agreement.  The Borrower may
      without cost or penalty revoke a Loan Request by delivering notice
      thereof to each of the Revolving Credit Banks no later than three (3)
      Business Days prior to the Drawdown Date.  Each Loan Request shall be
      (a) for a Revolving Credit Base Rate Loan in the minimum aggregate
      amount of $500,000 or an integral multiple of $100,000 in excess
      thereof, or (b) for a Revolving Credit LIBOR Rate Loan in a minimum
      aggregate amount of $500,000.00 or an integral multiple of $100,000 in
      excess thereof; provided, however, that there shall be no
      more than twelve (12) Revolving Credit LIBOR Rate Loans outstanding at
      any one time.
    

    

    

    
      
        

        

      

      
        
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      §2.6.                  Funds
      for Loans.
    

    
      (a)                          Not later than 11:00 a.m. (Cleveland time)
      on the proposed Drawdown Date of any Revolving Credit Loans or Term
      Loans, each of the Revolving Credit Banks or Term Loan Banks, as
      applicable, will make available to the Agent, at the Agent’s Head
      Office, in immediately available funds, the amount of such Bank’s
      Commitment Percentage of the amount of the requested Loans which may be
      disbursed pursuant to §2.1 or §2.2, as applicable.  Upon receipt from
      each such Bank of such amount, and upon receipt of the documents
      required by §10 and §11 and the satisfaction of the other conditions set
      forth therein, to the extent applicable, the Agent will make available
      to the Borrower the aggregate amount of Revolving Credit Loans or Term
      Loans, as applicable, made available to the Agent by the Revolving
      Credit Banks or Term Loan Banks, as applicable, by crediting such amount
      to the account of the Borrower maintained at the Agent’s Head Office or
      by transferring such amount to an account designated by Borrower.  The
      failure or refusal of any Revolving Credit Bank or Term Loan Bank to
      make available to the Agent at the aforesaid time and place on any
      Drawdown Date the amount of its Commitment Percentage of the requested
      Loans shall not relieve any other Revolving Credit Bank or Term Loan
      Bank from its several obligation hereunder to make available to the
      Agent the amount of such other Bank’s Commitment Percentage of any
      requested Loans, including any additional Revolving Credit Loans that
      may be requested subject to the terms and conditions hereof to provide
      funds to replace those not advanced by the Revolving Credit Bank so
      failing or refusing.  The Borrower may by notice received by the Agent
      no later than the Drawdown Date refuse to accept any Revolving Credit
      Loan which is not fully funded in accordance with the Borrower’s Loan
      Request subject to the terms of §2.5.  In the event of any such failure
      or refusal, the Banks not so failing or refusing shall be entitled to a
      priority position as against the Bank or Banks so failing or refusing
      for such Loans as provided in §12.5.
    

    
      (b)                          Unless the Agent shall have been notified
      by any Bank prior to the applicable Drawdown Date that such Bank will
      not make available to the Agent such Bank’s pro rata
      share of a proposed Loan, the Agent may in its discretion assume that
      such Bank has made such share of the proposed Loan available to Agent in
      accordance with the provisions of this Agreement and the Agent may, if
      it chooses, in reliance upon such assumption make such Loan available to
      Borrower, and such Bank shall be liable to the Agent for the amount of
      such advance.  If such Bank does not pay such corresponding amount upon
      the Agent’s demand therefor, the Agent will promptly notify the
      Borrower, and the Borrower shall promptly pay such corresponding amount
      to the Agent.  The Agent shall also be entitled to recover from the Bank
      or the Borrower, as the case may be, interest on such corresponding
      amount in respect of each day from the date such corresponding amount
      was made available by the Agent to the Borrower to the date such
      corresponding amount is recovered by the Agent at a per annum rate equal
      to (i) from the Borrower at the applicable rate for such Loan or
      (ii) from a Bank at the Federal Funds Effective Rate.
    

    
      §2.7.                  Optional
      Reduction of Revolving Credit Commitments.  The Borrower shall
      have the right at any time and from time to time upon three Business
      Days’ prior written notice to the Agent to reduce by $5,000,000.00 or an
      integral multiple of $1,000,000.00 in excess thereof (provided that in
      no event shall the aggregate Revolving Credit Commitments be reduced to
      an amount less than $75,000,000.00) or to terminate entirely the
      unborrowed portion of the Revolving Credit Commitments (which shall
      include the aggregate amount of Outstanding Letters of Credit and Swing
      Line Loans), whereupon the Revolving Credit Commitments of the Revolving
      Credit Banks shall be reduced pro rata in accordance with their
      respective Revolving Credit Commitment Percentages of the amount
      specified in such notice or, as the case may be, terminated, any such
      reduction to be without penalty.  Promptly after receiving any notice of
      the Borrower delivered pursuant to this §2.7, the Agent will notify the
      Revolving Credit Banks of the substance thereof.  Upon the effective
      date of any such termination in full, the Borrower shall pay to the
      Agent for the respective accounts of the Revolving Credit Banks the full
      amount of any facility fee under §2.3 then accrued.  No reduction or
      termination of the Revolving Credit Commitments may be reinstated.  Any
      reduction of the Revolving Credit Commitments pursuant to this Agreement
      shall be allocated pro rata among the Revolving Credit Banks in
      accordance with their Revolving Credit Commitment
      Percentages.  Notwithstanding the foregoing, the Revolving Credit
      Commitments shall not be reduced below an amount equal to the
      Outstanding Revolving Credit Loans (including the aggregate amount of
      Letter of Credit Liabilities and Swing Line Loans).  Any reduction of
      the Revolving Credit Commitments shall also result in a proportionate
      reduction (rounded to the next lowest integral multiple of $100,000.00)
      in the maximum amount of Swing Line Loans and the Letter of Credit
      Sublimit.
    

    

    

    
      
        

        

      

      
        
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      §2.8.                  Increase
      of Revolving Credit Commitment.
    

    
      (a)                          Provided that no Default or Event of
      Default shall have occurred and be continuing, the Borrower shall have
      the option, by giving written notice to the Agent (the “Increase
      Notice”), subject to the terms and conditions set forth in this
      Agreement, to increase the Total Revolving Credit Commitment in
      increments of $10,000,000.00 by an aggregate amount up to $50,000,000
      (the amount of the requested increase to be set forth in the Increase
      Notice) (which, assuming no previous reduction in the Revolving Credit
      Commitments, would result in a maximum Total Revolving Credit Commitment
      of $200,000,000).  The execution and delivery of the Increase Notice by
      Borrower shall constitute a representation and warranty by the Borrower
      that all the conditions set forth in this §2.8 shall have been satisfied
      on the date of such Increase Notice.  The Commitment increase may be
      allocated (1) to the then existing Revolving Credit Commitments, (2) as
      a new revolving tranche having the same terms (excluding pricing) as the
      then existing Revolving Credit Commitments, or (3) any combination
      thereof satisfactory to Administrative Agent and existing or additional
      Revolving Credit Banks providing such additional Revolving Credit
      Commitments
    

    
      (b)                          The obligation of the Agent and the
      Revolving Credit Banks to increase the Total Revolving Credit Commitment
      pursuant to this §2.8 shall be conditioned upon satisfaction of the
      following conditions precedent which must be satisfied prior to the
      effectiveness of any increase of the Total Revolving Credit Commitment.
    

    
      (i)                                    Payment
      of Activation Fee.  The Borrower shall pay to the Agent those fees
      described in and contemplated by the Agreement Regarding Fees referred
      to in §4.2 with respect to the applicable increase and to the Agent such
      fees as Agent and the Revolving Credit Banks acquiring such increase may
      require to increase the aggregate Revolving Credit Commitment, which
      fees shall, when paid, be fully earned and non-refundable under any
      circumstances.  The Agent shall pay to the Revolving Credit Banks
      acquiring the increased Revolving Credit Commitment certain fees
      pursuant to their separate agreement; and
    

    

    

    
      
        

        

      

      
        
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      (ii)                                   No
      Default.  On the date such Increase Notice is given and on the date
      such increase becomes effective, both immediately before and after the
      Revolving Credit Commitment is increased, there shall exist no Default
      or Event of Default; and
    

    
      (iii)                                  Representations
      and Warranties.  The representations and warranties made by the
      Borrower or Guarantors in the Loan Documents or otherwise made by or on
      behalf of the Borrower, Guarantors or any of their respective
      Subsidiaries in connection therewith or after the date thereof shall
      have been true and correct in all material respects, when made and shall
      also be true and correct in all material respects on the date of such
      Increase Notice and on the date the Total Revolving Credit Commitment is
      increased, both immediately before and after the Total Revolving Credit
      Commitment is increased; and
    

    
      (iv)                                   Additional
      Documents and Fees.  The Borrower shall also execute and deliver to
      Agent and the Revolving Credit Banks such additional documents
      (including, without limitation, amendments to the Security Documents),
      instruments, certifications and opinions as the Agent may require in its
      sole and absolute discretion, including, without limitation, a
      Compliance Certificate, demonstrating compliance with all covenants,
      representations and warranties set forth in the Loan Documents after
      giving effect to the increase, as Agent may request (including
      demonstrating compliance with all covenants, representations and
      warranties set forth in the Loan Documents after giving effect to the
      increase) and the Borrower shall pay the cost of any mortgagee’s title
      insurance policy or any endorsement or update thereto or any updated UCC
      searches, all recording costs and fees, and any and all intangible taxes
      or other documentary or mortgage taxes, assessments or charges or any
      similar fees, taxes or expenses which are required to be paid in
      connection with such increase; and
    

    
      (v)                                    Assignments.  One
      or more Revolving Credit Banks or potential assignees reasonably
      acceptable to Agent shall have agreed to acquire the portion of the
      Revolving Credit Commitment that Borrower desires to activate, provided,
      however, no Revolving Credit Bank (including, specifically, but without
      limitation, KeyBank) shall be obligated to acquire such increase without
      the express written consent of such Revolving Credit Bank, which consent
      may be withheld in such Revolving Credit Bank’s sole and absolute
      discretion.  The allocation of any such increase shall be reasonably
      acceptable to the Agent; and
    

    
      (vi)                                   Other.  The
      Borrower shall satisfy such other conditions to such increase as Agent
      may require in its reasonable discretion.
    

    
      (c)                          Upon satisfaction of the terms and
      conditions set forth above, the amount set forth in the Increase Notice
      shall become a part of the Revolving Credit Commitment and the Total
      Revolving Credit Commitment and be available to be disbursed subject to
      the terms of this Agreement, and, subject to the payment of any breakage
      costs pursuant to §4.8, the Revolving Credit Banks shall make such
      adjustments to the outstanding Revolving Credit Loans of such Revolving
      Credit Banks, so that, after giving effect to such increase, the
      outstanding Revolving Credit Loans are consistent with their pro-rata
      share.  
    

    

    

    
      
        

        

      

      
        
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      §2.9.                  Letters
      of Credit.
    

    
      (a)                          Subject to the terms and conditions hereof
      and provided that all of the conditions contained in §§10 and 11 have
      been satisfied, the Issuing Bank agrees to issue Letters of Credit for
      the account of the Borrower, from the date of this Agreement to, but not
      including, the Revolving Credit Maturity Date at such times as the
      Borrower may request; provided, however, that the aggregate Letter of
      Credit Liabilities (including such requested Letter of Credit) at any
      one time Outstanding shall not (i) exceed the lesser of (A) the Total
      Revolving Credit Commitment minus the aggregate amount of
      Outstanding Revolving Credit Loans (including any Swing Line Loans), or
      (B) the Letter of Credit Sublimit, or (ii) cause a Default or Event of
      Default under §9.5.  The obligation of the Issuing Banks to issue any
      Letter of Credit shall be contingent on no Revolving Credit Bank being a
      Defaulting Bank or being subject to any bankruptcy, insolvency,
      reorganization, liquidation or similar proceedings or subject to any
      “cease and desist” order from, receivership of, or other operational
      control of any applicable state or federal regulatory authority
      (provided that the Issuing Bank may, in its sole discretion, be entitled
      to waive this condition).  The issuance of a Letter of Credit pursuant
      to this §2.9(a) shall be deemed to reduce the aggregate of the
      unborrowed Revolving Credit Commitments of the Revolving Credit Banks
      then in effect by an amount equal to the undrawn face amount of such
      Letter of Credit as set forth herein.  In no event shall any amount
      drawn under a Letter of Credit be available for reinstatement or a
      subsequent drawing under a Letter of Credit.  Each Revolving Credit Bank
      severally agrees to participate in each such Letter of Credit issued by
      the Issuing Bank in an amount equal to its Revolving Credit Commitment
      Percentage of the total amount of the Letter of Credit requested by the
      Borrower; provided, however, that no Revolving Credit Bank shall be
      required to participate in any Letter of Credit to the extent that its
      participation therein plus (x) such Revolving Credit Bank’s
      participation in the aggregate of all other Letters of Credit and Swing
      Line Loans Outstanding, and (y) such Revolving Credit Bank’s Revolving
      Credit Commitment Percentage of the amount of any Revolving Credit Loans
      and Swing Line Loans Outstanding (including any amounts drawn under any
      Letters of Credit and not yet reimbursed by the Borrower), would exceed
      an amount equal to such Revolving Credit Bank’s Revolving Credit
      Commitment as then in effect.  Each Revolving Credit Bank agrees with
      the Agent that it will participate in each Letter of Credit issued by
      the Issuing Bank to the extent required by the preceding sentence.  No
      Revolving Credit Bank’s obligation to participate in a Letter of Credit
      shall be affected by any other Revolving Credit Bank’s failure to
      participate in the same or any other Letter of Credit.  The Existing
      Letters of Credit shall upon the Closing Date be deemed to be a Letter
      of Credit under this Agreement.
    

    
      (b)                          The Borrower shall deliver to the Agent and
      the Issuing Bank at least five (5) Business Days (or such shorter period
      as may be agreed to by the Agent and the Issuing Bank in any particular
      instance) prior to the proposed issuance date or amendment date of any
      Letter of Credit, a Letter of Credit Application signed by the chief
      executive, chief financial or chief accounting officer of the general
      partner of the Borrower in the form of Exhibit G hereto (a
      “Letter of Credit Application”) together with a certification by the
      chief financial or chief accounting officer of the general partner of
      the Borrower and the chief financial or chief accounting officer of the
      Trust that the Borrower and Guarantors are and will be in compliance
      with all covenants under the Loan Documents after giving effect to the
      issuance of such Letter of Credit.  Subject to the terms and conditions
      set forth in §2.9(a) and, unless the Issuing Bank has received written
      notice from a Revolving Credit Bank that the conditions precedent to
      such issuance of a Letter of Credit set forth in §11 have not been
      satisfied, the Issuing Bank will make the requested Letter of Credit
      available at the Issuing Bank’s principal office not later than 4:00
      p.m. (Cleveland time) on the issuance date, and, immediately upon the
      issuance of each Letter of Credit, each Revolving Credit Bank shall be
      deemed to participate in such Letter of Credit to the extent set forth
      in §2.9(a). Not more than two (2) Business Days after the issuance of
      any Letter of Credit, the Issuing Bank shall notify each Revolving
      Credit Bank of the amount and other contents of such Letter of Credit
      and of the date of issuance.  The Issuing Bank shall notify each
      Revolving Credit Bank at least monthly, or at the request of such
      Revolving Credit Bank, of the amount of all Outstanding Letters of
      Credit.
    

    

    

    
      
        

        

      

      
        
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      (c)                          The chief executive, chief financial or
      chief accounting officer of the general partner of the Borrower may
      request a Letter of Credit on behalf of the Borrower.  The Issuing Bank
      shall be entitled to rely conclusively on such authorized officer’s
      authority to request a Letter of Credit on behalf of the Borrower until
      the Issuing Bank receives written notice to the contrary.  The Issuing
      Bank shall have no duty to verify the authenticity of the signature
      appearing on any Letter of Credit Application.
    

    
      (d)                          Each Letter of Credit Application shall be
      irrevocable and the Borrower shall be bound to accept the issuance of a
      Letter of Credit in accordance therewith.
    

    
      (e)                          All Letters of Credit shall be stated to
      expire no more than twelve (12) months from the date of issuance,
      provided that at the option of the Issuing Bank such Letter of Credit
      may contain renewal options; and provided further in the event that a
      Letter of Credit would remain outstanding after the Revolving Credit
      Maturity Date, Borrower shall as a condition to such issuance or renewal
      provide cash collateral to Agent in the face amount of such Letters of
      Credit until such time as all amounts drawn under such Letters of Credit
      are drawn and repaid, or such Letters of Credit expire by their terms
      and are surrendered without further obligation of Issuing Bank to honor
      any draw thereunder.  In connection therewith, Borrower shall enter into
      such agreements as Agent may reasonably require to perfect Agent’s
      first-priority security interest in such cash collateral.
    

    
      (f)                          In the event that any amount is drawn under
      a Letter of Credit by the beneficiary thereof, the Issuing Bank shall
      notify the Agent thereof and the Borrower shall reimburse the Issuing
      Bank on the same day of such draw, including by having such amount drawn
      treated as an outstanding Revolving Credit Base Rate Loan under this
      Agreement and the Agent shall promptly notify each Revolving Credit Bank
      by telex, telecopy, telegram, telephone (confirmed in writing) or other
      similar means of transmission, and each Revolving Credit Bank shall
      promptly and unconditionally pay to the Agent, for the Issuing Bank’s
      own account, an amount equal to such Revolving Credit Bank’s Revolving
      Credit Commitment Percentage of such Letter of Credit (to the extent of
      the amount drawn).  If and to the extent any Revolving Credit Bank shall
      not make such amount available on the Business Day on which such draw
      occurs, such Revolving Credit Bank agrees to pay such amount to the
      Agent forthwith on demand, together with interest thereon, for each day
      from the date on which such draw occurred until the date on which such
      amount is paid to the Agent, at the Federal Funds Effective Rate until
      three (3) days after the date on which the Agent gives notice of such
      draw and at the Federal Funds Effective Rate plus 1% for each day
      thereafter.  Further, such Revolving Credit Bank shall be deemed to have
      assigned any and all payments made of principal and interest on its
      Revolving Credit Loans, amounts due with respect to its participations
      in Letters of Credit and Swing Line Loans and any other amounts due to
      it hereunder to the Agent for the account of the Issuing Bank to fund
      the amount of any drawn Letter of Credit which such Revolving Credit
      Bank was required to fund pursuant to this §2.9(f) until such amount has
      been funded (as a result of such assignment or otherwise).  In the event
      of any such failure or refusal, the Revolving Credit Banks not so
      failing or refusing shall be entitled to a priority position for such
      amounts as provided in §12.5. The failure of any Revolving Credit Bank
      to make funds available to the Agent in such amount shall not relieve
      any other Revolving Credit Bank of its obligation hereunder to make
      funds available to the Agent pursuant to this §2.9(f).
    

    

    

    
      
        

        

      

      
        
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      (g)                          The obligation of the Borrower to reimburse
      the Issuing Bank, and of the Revolving Credit Banks to make payments to
      the Agent for the account of the Issuing Bank with respect to Letters of
      Credit, shall be irrevocable and shall not be subject to any
      qualification or exception whatsoever and shall be made in accordance
      with the terms and conditions of this Agreement under all circumstances,
      including, without limitation, any of the following circumstances:
    

    
      (i)                                    Any lack of validity or
      enforceability of this Agreement, any Letter of Credit or any of the
      other Loan Documents;
    

    
      (ii)                                   The existence of any claim,
      setoff, defense or other right which the Borrower may have at any time
      against a beneficiary named in a Letter of Credit or any transferee of
      any Letter of Credit (or any Person for whom any such transferee may be
      acting), the Agent, the Issuing Bank, any Bank or any other Person,
      whether in connection with this Agreement, any Letter of Credit, the
      transactions contemplated herein or any unrelated transactions
      (including any underlying transactions between the Borrower or any
      Subsidiary of the Borrower and the beneficiary named in any Letter of
      Credit);
    

    
      (iii)                                  Any draft, certificate or other
      document presented under any Letter of Credit proving to be forged,
      fraudulent, invalid or insufficient in any respect or any statement
      therein being untrue or inaccurate in any respect in the absence of
      gross negligence or willful misconduct on the part of the Agent;
    

    
      (iv)                                   The surrender or impairment of
      any security for the performance or observance of any of the terms of
      any of the Loan Documents;
    

    
      (v)                                    Payment by the Issuing Bank under
      any Letter of Credit against presentation of a demand, draft or
      certificate or other document which does not comply with the terms of
      such Letter of Credit, provided that such payment does not constitute
      gross negligence or willful misconduct of the Issuing Bank;
    

    
      (vi)                                   Any other circumstance or
      happening whatsoever which is similar to any of the foregoing; or
    

    
      (vii)                                  The occurrence of any Event of
      Default or Default.
    

    

    

    
      
        

        

      

      
        
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      (h)                          Whenever the Agent for the account of the
      Issuing Bank receives a reimbursement payment from the Borrower on
      account of an amount drawn under a Letter of Credit, as to which the
      Issuing Bank has received for its own account any payment to acquire a
      participation interest therein from the Revolving Credit Banks pursuant
      to §2.9(m), then the Agent shall promptly pay to each Revolving Credit
      Bank which has funded its participation in such Letter of Credit in
      accordance with this  §2.9, in Dollars and in the kind of funds so
      received, such Revolving Credit Bank’s share of such reimbursement
      payment based on its Revolving Credit Commitment Percentage of such
      Letter of Credit.  If any payment received by the Issuing Bank in
      respect of principal or interest on any reimbursement obligation with
      respect to a Letter of Credit is required to be returned by the Issuing
      Bank (including pursuant to any settlement entered into by the Issuing
      Bank in its discretion), each Revolving Credit Bank that has acquired a
      participation interest in such Letter of Credit shall pay to the Issuing
      Bank its Revolving Credit Commitment Percentage thereof on demand of the
      Agent, plus interest thereon from the date of such demand to the date
      such amount is returned, at a rate per annum equal to the Federal Funds
      Effective Rate.  The Agent will make such demand upon the request of the
      Issuing Bank.  The obligations of the Revolving Credit Banks under this
      clause shall survive the payment in full of the Obligations and the
      termination of this Agreement.
    

    
      (i)                          The Borrower shall pay to the Agent for the
      account of the Revolving Credit Banks (based on their respective
      Revolving Credit Commitment Percentage of Letters of Credit), a fee
      equal to three and one-half percent (3.5%) per annum on the face amount
      of the Letter of Credit calculated quarterly and payable in arrears on
      the first (1st) day of each January, April, July and October during the
      term of such Letter of Credit, with a final payment on the expiry of
      termination thereof.  The fee for any Letter of Credit with a term of
      less than one year (or part of a year) shall be calculated on a pro-rata
      basis.  In addition, the Borrower shall pay the standard service charges
      for Letters of Credit issued from time to time by the Issuing Bank
      including an issuance fee of $150.00  for each Letter of Credit.  Such
      additional fees shall be paid to the Issuing Bank for its own
      account.  All such fees shall be payable when due in immediately
      available funds and shall be nonrefundable.
    

    
      (j)                          In addition to amounts payable as elsewhere
      provided in this §2.9, the Borrower hereby agrees to pay, and to
      protect, indemnify and save harmless the Agent and the Banks from and
      against, any and all claims, demands, liabilities, damages, losses,
      costs, charges and expenses (including reasonable attorneys’ fees and
      allocated costs of internal counsel) which the Agent and the Banks may
      incur or be subject to as a consequence, direct or indirect, of (i) the
      issuance of or participations in the Letters of Credit, other than as a
      result of the gross negligence or willful misconduct of the Agent or any
      Bank as determined by a court of competent jurisdiction, or (ii) the
      failure of the Issuing Bank to honor a drawing under any Letter of
      Credit as a result of any act or omission, whether rightful or wrongful,
      of any present or future government or governmental authority (all such
      acts or omissions herein called “Government Acts”).  The obligations of
      the Borrower under this §2.9 shall survive the termination of this
      Agreement and the discharge of the Borrower’s other obligations
      hereunder, including the Obligations.
    

    
      (k)                          As between (i) the Borrower and (ii) the
      Agent and the Banks, the Borrower assumes all risks of the acts and
      omissions of, or misuse of the Letters of Credit issued by the Issuing
      Bank by, the respective beneficiaries of such Letters of Credit.  In
      furtherance and not in limitation of the foregoing, neither the Agent
      nor any Bank shall be responsible: (i) for the form, validity,
      sufficiency, accuracy, genuineness or legal effect of any document
      submitted by any party in connection with the application for and
      issuance of such Letters of Credit, even if it should in fact prove to
      be in any or all respects invalid, insufficient, inaccurate, fraudulent
      or forged; (ii) for the validity or sufficiency of any instrument
      transferring or assigning or purporting to transfer or assign any Letter
      of Credit or the right or benefits thereunder or proceeds thereof, in
      whole or in part, which may prove to be invalid or ineffective for any
      reason; (iii) for failure of the beneficiary of any Letter of Credit to
      comply fully with conditions required in order to draw upon such Letter
      of Credit; (iv) for errors, omissions, interruptions or delays in
      transmission or delivery of any messages, by mail, cable, telegraph,
      telex or otherwise, whether or not they be in cipher; (v) for errors in
      interpretation of technical terms; (vi) for any loss or delay in the
      transmission or otherwise of any document required in order to make a
      drawing under any Letter of Credit or of the proceeds thereof; (vii) for
      the misapplication by the beneficiary of any Letter of Credit of the
      proceeds of any drawing under such Letter of Credit; and (viii) for any
      consequences arising from causes beyond the control of the Agent or any
      Bank, including, without limitation, any Government Acts; provided,
      however, that the Issuing Bank will be responsible for grossly
      negligent actions or willful misconduct on its part.  None of the above
      shall affect, impair, or prevent the vesting of any of the Agent’s or
      any Bank’s rights or powers hereunder.
    

    

    

    
      
        

        

      

      
        
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      (l)                          In furtherance and extension and not in
      limitation of the specific provisions hereinabove set forth, any action
      taken or omitted by the Issuing Bank under or in connection with the
      Letters of Credit issued by it or the related certificates, if taken or
      omitted in good faith shall not put the Agent or any Bank under any
      resulting liability to the Borrower other than as a result of gross
      negligence or willful misconduct by the Issuing Bank as determined by a
      court of competent jurisdiction.
    

    
      (m)                          If after the issuance of a Letter of
      Credit, but prior to the funding of any portion thereof by a Revolving
      Credit Bank, for any reason a drawing under a Letter of Credit cannot be
      refinanced as a Revolving Credit Loan, each Revolving Credit Bank will,
      on the date such Revolving Credit Loan pursuant to §2.9(f) was to have
      been made, purchase an undivided participating interest in the Letter of
      Credit in an amount equal to its Revolving Credit Commitment Percentage
      of the amount of such Letter of Credit.  Each Revolving Credit Bank will
      immediately transfer to the Agent for the account of the Issuing Bank in
      immediately available funds the amount of its participation and upon
      receipt thereof the Issuing Bank will deliver to such Revolving Credit
      Bank a Letter of Credit participation certificate dated the date of
      receipt of such funds and in such amount.
    

    
      (n)                          If any Letter of Credit shall be
      outstanding at the Revolving Credit Maturity Date, the Borrower shall
      immediately cash collateralize such Letters of Credit or obtain
      replacement letters of credit for such Letter of Credit (and return to
      Issuing Bank such outstanding Letters of Credit), all in a manner
      satisfactory to the Issuing Bank.
    

    
      (o)                          In the event that the Total Revolving
      Credit Commitment is increased pursuant to §2.8, then the Letter of
      Credit Sublimit shall increase by an amount equal to ten percent (10%)
      of the increase in the Total Revolving Credit Commitment (rounded to the
      next lowest $100,000), subject to the terms hereof; provided that in no
      event shall the Letter of Credit Sublimit exceed $30,000,000.00.  
    

    

    

    
      
        

        

      

      
        
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      §2.10.                 Swing
      Line Loans.
    

    
      (a)                          The
      Swing Line.  Subject to the terms and conditions set forth herein,
      the Swing Line Lender agrees, in reliance upon the agreements of the
      other Revolving Credit Banks set forth in this §2.10, to make loans
      (each such loan, a “Swing Line Loan”) to the Borrower from time to time
      on any Business Day prior to the Revolving Credit Maturity Date (or, if
      earlier, the date of termination of Revolving Credit Commitments
      pursuant to §12.3 hereof) in an aggregate amount not to exceed at any
      time outstanding the amount of the Swing Line Sublimit, notwithstanding
      the fact that such Swing Line Loans, when aggregated with the Revolving
      Credit Commitment Percentage of the Outstanding Revolving Credit Loans
      and Letter of Credit Liabilities of the Revolving Credit Bank acting as
      Swing Line Lender, may exceed the amount of such Revolving Credit Bank’s
      Revolving Credit Commitment; provided, however, that after giving effect
      to any Swing Line Loan, (i) the Outstanding Revolving Credit Loans,
      Letters of Credit Outstanding (including any amounts drawn thereunder
      and not yet reimbursed by the Borrower) and Swing Line Loans Outstanding
      shall not exceed the Total Revolving Credit Commitment, (ii) the
      aggregate Outstanding Revolving Credit Loans of any Revolving Credit
      Bank (other than the Swing Line Lender), plus such Revolving Credit
      Bank’s Revolving Credit Commitment Percentage of the Letters of Credit
      Outstanding (including any amounts drawn thereunder and not yet
      reimbursed by the Borrower), plus such Revolving Credit Bank’s Revolving
      Credit Commitment Percentage of the amount of all Swing Line Loans
      Outstanding shall not exceed such Revolving Credit Bank’s Revolving
      Credit Commitment, and (iii) the Outstanding Revolving Credit Loans,
      Letter of Credit Liabilities, Swing Line Loans Outstanding and Term
      Loans Outstanding shall not exceed the Borrowing Base Availability;
      provided, further, that the Borrower shall not use the proceeds of any
      Swing Line Loan to refinance any Outstanding Swing Line Loan; and
      provided, further, that in all events no Default or Event of Default
      shall have occurred and be continuing.  The obligation of the Swing Line
      Lender shall be contingent on no Revolving Credit Bank being a
      Defaulting Bank or being subject to any bankruptcy, insolvency,
      reorganization, liquidation or similar proceeding or subject to any
      “cease and desist” order from, receivership of or other operational
      control of any applicable state or federal regulatory authority
      (provided that the Swing Line Lender may, in its sole discretion, be
      entitled to waive this condition).  Within the foregoing limits, and
      subject to the other terms and conditions hereof, the Borrower may
      borrow under this §2.10, prepay under §3 hereof, and reborrow under this
      §2.10.  Each Swing Line Loan shall be a Revolving Credit Base Rate
      Loan.  Immediately upon the making of a Swing Line Loan, each Revolving
      Credit Bank shall be deemed to, and hereby irrevocably and
      unconditionally agrees to, purchase from the Swing Line Lender a risk
      participation in such Swing Line Loan in an amount equal to the product
      of such Revolving Credit Bank’s Revolving Credit Commitment Percentage
      times the amount of such Swing Line Loan.
    

    
      (b)                          Borrowing
      Procedures.  Each Swing Line Borrowing shall be made upon the
      Borrower’s irrevocable notice to the Swing Line Lender and the Agent,
      which may be given by telephone. Each such notice must be received by
      the Swing Line Lender and the Agent not later than 1:00 p.m. (Cleveland
      time) on the requested borrowing date, and shall specify (i) the amount
      to be borrowed, which shall be a minimum of $500,000, and (ii) the
      requested borrowing date, which shall be a Business Day.  Each such
      telephonic notice must be confirmed promptly by delivery to the Swing
      Line Lender and the Agent of a written Swing Line Loan Notice,
      appropriately completed and signed by the Borrower.  Promptly after
      receipt by the Swing Line Lender of any telephonic Swing Line Loan
      Notice, the Swing Line Lender will confirm with the Agent (by telephone
      or in writing) that the Agent has also received such Swing Line Loan
      Notice and, if not, the Swing Line Lender will notify the Agent (by
      telephone or in writing) of the contents thereof.  Unless the Swing Line
      Lender has received notice (by telephone or in writing) from the Agent
      (including at the request of any Revolving Credit Bank) prior to 2:00
      p.m. (Cleveland time) on the date of the proposed Swing Line Borrowing
      (A) directing the Swing Line Lender not to make such Swing Line Loan as
      a result of the limitations set forth in the proviso to the first
      sentence of §2.10(a), or (B) that one or more of the applicable
      conditions specified in §11 is not then satisfied, then, subject to the
      terms and conditions hereof, the Swing Line Lender will, not later than
      3:00 p.m. (Cleveland time) on the borrowing date specified in such Swing
      Line Loan Notice, make the amount of its Swing Line Loan available to
      the Borrower at its office by crediting the account of the Borrower on
      the books of the Swing Line Lender in immediately available funds.
    

    

    

    
      
        

        

      

      
        
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      (c)                          Refinancing
      of Swing Line Loans.
    

    
      (i)                                    The Swing Line Lender at any time
      in its sole and absolute discretion may request, on behalf of the
      Borrower (which hereby irrevocably authorizes the Swing Line Lender to
      so request on its behalf), that each Revolving Credit Bank make a
      Revolving Credit Base Rate Loan in an amount equal to such Revolving
      Credit Bank's Revolving Credit Commitment Percentage of the amount of
      Swing Line Loans then Outstanding.  Such request shall be made in
      writing (which written request shall be deemed to be a Loan Request for
      purposes hereof) and in accordance with the requirements of §2.5,
      without regard to the minimum and multiples specified therein for the
      principal amount of Revolving Credit Base Rate Loans, but subject to the
      unutilized portion of the Total Revolving Credit Commitments and the
      conditions set forth in §11.  The Swing Line Lender shall furnish the
      Borrower with a copy of the applicable Loan Request promptly after
      delivering such notice to the Agent.  Each Revolving Credit Bank shall
      make an amount equal to its Revolving Credit Commitment Percentage of
      the amount specified in such Loan Request available to the Agent in
      immediately available funds for the account of the Swing Line Lender at
      the Agent’s Head Office not later than 1:00 p.m. (Cleveland time) on the
      day specified in such Loan Request, whereupon, subject to §2.10(c)(ii),
      each Revolving Credit Bank that so makes funds available shall be deemed
      to have made a Revolving Credit Base Rate Loan to the Borrower in such
      amount.  The Agent shall remit the funds so received to the Swing Line
      Lender.
    

    
      (ii)                                   If for any reason any Swing Line
      Loan cannot be refinanced by such a Revolving Credit Loan in accordance
      with §2.10(c)(i), the request for Base Rate Loans submitted by the Swing
      Line Lender as set forth herein shall be deemed to be a request by the
      Swing Line Lender that each of the Revolving Credit Banks fund its risk
      participation in the relevant Swing Line Loan and each Revolving Credit
      Bank’s payment to the Agent for the account of the Swing Line Lender
      pursuant to §2.10(c)(i) shall be deemed payment in respect of such
      participation.
    

    

    

    
      
        

        

      

      
        
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      (iii)                                  If any Revolving Credit Bank
      fails to make available to the Agent for the account of the Swing Line
      Lender any amount required to be paid by such Revolving Credit Bank
      pursuant to the foregoing provisions of this §2.10(c) by the time
      specified in §2.10(c)(i), the Swing Line Lender shall be entitled to
      recover from such Revolving Credit Bank (acting through the Agent), on
      demand, such amount with interest thereon for the period from the date
      such payment is required to the date on which such payment is
      immediately available to the Swing Line Lender at a rate per annum equal
      to the greater of the Federal Funds Effective Rate and a rate determined
      by the Swing Line Lender in accordance with banking industry rules on
      interbank compensation.  A certificate of the Swing Line Lender
      submitted to any Revolving Credit Bank (through the Agent) with respect
      to any amounts owing under this clause (iii) shall be conclusive absent
      manifest error.
    

    
      (iv)                                   Each Revolving Credit Bank’s
      obligation to make Revolving Credit Loans or to purchase and fund risk
      participations in Swing Line Loans pursuant to this §2.10(c) shall be
      absolute and unconditional and shall not be affected by any
      circumstance, including (A) any setoff, counterclaim, recoupment,
      defense or other right which such Revolving Credit Bank may have against
      the Swing Line Lender, the Borrower or any other Person for any reason
      whatsoever, (B) the occurrence or continuance of a Default or Event of
      Default, or (C) any other occurrence, event or condition, whether or not
      similar to any of the foregoing; provided, however, that each Revolving
      Credit Bank’s obligation to make Revolving Credit Loans pursuant to this
      §2.10(c) is subject to the conditions set forth in §11.  No such funding
      of risk participations shall relieve or otherwise impair the obligation
      of the Borrower to repay Swing Line Loans, together with interest as
      provided herein.
    

    
      (v)                                    The Borrower shall repay each
      Swing Line Loan on the earlier to occur of (i) the date three (3)
      Business Days after such Swing Line Loan is made and (ii) the Revolving
      Credit Maturity Date.
    

    
      (d)                          Repayment
      of Participations.
    

    
      (i)                                    At any time after any Revolving
      Credit Bank has purchased and funded a risk participation in a Swing
      Line Loan, if the Swing Line Lender receives any payment on account of
      such Swing Line Loan, the Swing Line Lender will distribute to such
      Revolving Credit Bank its Revolving Credit Commitment Percentage of such
      payment (appropriately adjusted, in the case of interest payments, to
      reflect the period of time during which such Revolving Credit Bank’s
      risk participation was funded) in the same funds as those received by
      the Swing Line Lender.
    

    
      (e)                          Interest
      for Account of Swing Line Lender.  The Swing Line Lender shall be
      responsible for invoicing the Borrower for interest on the Swing Line
      Loans.  Until each Revolving Credit Bank funds its Revolving Credit Base
      Rate Loan or risk participation pursuant to this §2.10 to refinance such
      Revolving Credit Bank’s Revolving Credit Commitment Percentage of any
      Swing Line Loan, interest in respect of such Revolving Credit Commitment
      Percentage shall be solely for the account of the Swing Line Lender.
    

    

    

    
      
        

        

      

      
        
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      (f)                          Payments
      Directly to Swing Line Lender.  The Borrower shall make all payments
      of principal and interest in respect of the Swing Line Loans directly to
      the Swing Line Lender.
    

    
      (g)                          Swing
      Line Note.  At the Swing Line Lender’s option, the Swing Line Loans
      shall be evidenced by a separate promissory note of the Borrower in
      substantially the form of Exhibit C hereto (the “Swing Line
      Note”), dated the date of this Agreement and completed with appropriate
      insertions.  The Swing Line Note shall be payable to the order of the
      Swing Line Lender in the principal face amount equal to the Swing Line
      Loan and shall be subject to mandatory prepayment in the amounts and
      under the circumstances set forth in §3 of this Agreement, and may be
      prepaid in whole or from time to time in part, all as set forth in §3 of
      this Agreement.  The Borrower irrevocably authorizes the Swing Line
      Lender to make or cause to be made, at or about the time of the Drawdown
      Date of any Swing Line Loan or at the time of receipt of any payment of
      principal thereof, an appropriate notation on the Swing Line Lender’s
      Record reflecting the making of such Swing Line Loan or (as the case may
      be) the receipt of such payment.  The amount of the Swing Line Loans
      Outstanding set forth on the Swing Line Lender’s Record shall be prima
      facie evidence of the principal amount thereof owing and unpaid to the
      Swing Line Lender, but the failure to record, or any error in so
      recording, any such amount on the Swing Line Lender’s Record shall not
      limit or otherwise affect the obligations of the Borrower hereunder or
      under the Swing Line Note to make payments of principal of or interest
      on any Swing Line Note when due.
    

    
      (h)                          Increase
      of Commitment.  In the event that the Total Revolving Credit
      Commitment is increased pursuant to §2.8, then the Swing Line Sublimit
      shall increase by an amount equal to ten percent (10%) of the increase
      in the Total Revolving Credit Commitment (rounded to the next lowest
      $100,000), subject to the terms hereof; provided that in no event shall
      the Swing Line Sublimit exceed $20,000,000.00.  As a condition to such
      increase, Borrower shall deliver to the Swing Line Lender a replacement
      Swing Line Note, and execute and deliver such other amendments to the
      Loan Documents (including, without limitation, the Security Documents)
      as may be reasonably required by Swing Line Lender or Agent (it being
      acknowledged that the requirements of this sentence may be satisfied in
      connection with and as a part of the satisfaction of the requirements of
      §2.8(b)(iv) with respect to the corresponding increase of the Total
      Revolving Credit Commitment).
    

    
      (i)                          Swing
      Line Lender.  The Swing Line Lender shall be deemed a “Revolving
      Credit Bank” for all purposes under this Agreement.
    

    
      §2.11.                 Evidence
      of Debt.  The indebtedness of the Borrower resulting from the
      Loans made by each Bank from time to time shall be evidenced by one or
      more accounts or records maintained by such Bank and the Agent in the
      ordinary course of business, including, without limitation, the amounts
      of principal and interest payable and paid to such Bank from time to
      time hereunder.  The Borrower hereby irrevocably authorizes Agent and
      the Banks to make, or cause to be made, at or about the time of the
      Drawdown Date of any Loan or at the time of receipt of any payment
      thereof, an appropriate notation on Agent’s and the Bank’s records
      reflecting the making of such Loan or (as the case may be) the receipt
      of such payment.  The Agent shall maintain accounts or records in
      accordance with its usual practice in which it shall record:  (i) the
      date and the amount of each Loan made hereunder, the Type of Loan and,
      if appropriate, the Interest Period applicable thereto, (ii) the amount
      of any principal or interest due and payable or to become due and
      payable from the Borrower to each Bank hereunder, and (iii) the amount
      of any sum received by the Agent hereunder from the Borrower and each
      Bank’s share thereof.  The accounts or records maintained by the Agent
      and each Bank shall be prima facie evidence of the existence and amounts
      of the Obligations recorded therein and shall be conclusive absent
      manifest error of the amount of the Loans made by the Banks to the
      Borrower and the interest and payments thereon.  Any failure to so
      record or any error in doing so shall not, however, limit or otherwise
      affect the obligation of the Borrower hereunder or under the Notes, if
      any, to pay any amount owing with respect to the Obligations.  In the
      event of any conflict between the accounts and records maintained by any
      Bank and the accounts and records of the Agent in respect of such
      matters, the accounts and records of the Agent shall control in the
      absence of manifest error.  The Borrower agrees that upon the request of
      any Bank made through the Agent (whether for purposes of pledge,
      enforcement or otherwise), the Borrower shall promptly execute and
      deliver to such Bank (through the Agent) a Revolving Credit Note, a Term
      Loan Note and/or a Swing Line Loan Note, as applicable, payable to the
      order of such Bank, which shall evidence such Bank’s Loans in addition
      to such accounts or records.  Each Bank may attach schedules to its
      Notes and endorse thereon the date, Type (if applicable), amount and
      maturity of its Loans and payments with respect thereto.  All references
      to Notes in the Loan Documents shall mean Notes, if any, to the extent
      issued hereunder.  There shall not be deemed to have occurred, and there
      has not otherwise occurred, any payment, satisfaction or novation of the
      indebtedness evidenced by the accounts, records, “Revolving Credit
      Notes” or “Term Loan Notes”, as applicable, as defined in the Prior
      Credit Agreement, which indebtedness is instead allocated among the
      Revolving Credit Banks and Term Loan Banks as of the date hereof, as
      applicable, in accordance with their respective Revolving Credit
      Commitment Percentages and Term Loan Commitment Percentages.  On the
      Closing Date, the Revolving Credit Banks and Term Loan Banks shall make
      adjustments among themselves so that the outstanding Revolving Credit
      Loans and Term Loans are consistent with their Revolving Credit
      Commitment Percentages and Term Loan Commitment Percentages,
      respectively.  No fee shall be payable by Borrower with respect to the
      exercise of its option to extend the “Revolving Credit Maturity Date”
      (as defined in the Prior Credit Agreement).
    

    

    

    
      
        

        

      

      
        
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      §3.      REPAYMENT OF THE LOANS.
    

    
      §3.1.                  Stated
      Maturity.  The Borrower promises to pay on the Revolving Credit
      Maturity Date and there shall become absolutely due and payable on the
      Revolving Credit Maturity Date all of the Revolving Credit Loans, Swing
      Line Loans and Letter of Credit Liabilities outstanding on such date,
      together with any and all accrued and unpaid interest thereon.  The
      Borrower promises to pay on the Term Loan Maturity Date and there shall
      become absolutely due and payable on the Term Loan Maturity Date all of
      the Term Loans Outstanding on such date, together with any and all
      accrued and unpaid interest thereon.
    

    
      §3.2.                  Mandatory
      Prepayments.  
    

    
      (a)                          If at any time the sum of the aggregate of
      the Outstanding Revolving Credit Loans, the Outstanding Swing Line Loans
      and the Letter of Credit Liabilities exceeds the Total Revolving Credit
      Commitment, the Borrower shall immediately upon demand pay the amount of
      such excess to the Agent first for the account of the Swing Line Lender
      with respect to the amount of any Outstanding Swing Line Loans and then
      for the respective accounts of the Revolving Credit Banks for
      application to the Revolving Credit Loans.
    

    

    

    
      
        

        

      

      
        
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      (b)                          On or before September 30, 2010, Borrower
      shall immediately pay the amounts set forth below to the Agent for the
      respective accounts of the Term Loan Banks for application to the
      outstanding principal balance of the Term Loans:
    

    
    	
          
            

            Payment Date
          

        	
          
            Term Loan
Amortization Payment
          

        
	
          September 30, 2010
        	
          $33,000,000.00
        


    

    
      (c)    If at any time the sum of the aggregate of the Outstanding
      Revolving Credit Loans, the Outstanding Swing Line Loans, the
      Outstanding Term Loans and the Letter of Credit Liabilities exceed the
      Borrowing Base Availability, the Borrower shall immediately upon demand
      pay the amount of such excess to the Agent to be applied first to the
      Swing Line Lender with respect to the amount of any Outstanding Swing
      Line Loans, then for the respective accounts of the Revolving Credit
      Banks for application to the Revolving Credit Loans, and then for the
      account of the Term Loan Banks for application to the Term Loans.
    

    
      §3.3.                  Optional
      Prepayments.  The Borrower shall have the right, at its
      election, to prepay the outstanding amount of the applicable Loans, as a
      whole or in part, at any time without penalty or premium; provided,
      that if any full or partial prepayment of the outstanding amount of any
      LIBOR Rate Loan is made other than on the last day of the Interest
      Period relating thereto, such prepayment shall be accompanied by the
      payment of any amounts due pursuant to §4.8.  The Borrower shall give
      the Agent, no later than 10:00 a.m., Cleveland time, at least five (5)
      Business Days’ prior written notice of any prepayment pursuant to this
      §3.3, in each case specifying the proposed date of payment of Loans and
      the principal amount to be paid; provided that no prior notice shall be
      required in connection with a prepayment of Swing Line Loans.
    

    
      §3.4.                  Partial
      Prepayments.  Each prepayment under §3.2 shall be applied to the
      applicable Loan as provided therein and, in the absence of instruction
      by the Borrower, first to the principal of Base Rate Loans and then to
      the principal of LIBOR Rate Loans.  Each partial prepayment of the Loans
      under §3.3 shall be in a minimum amount of $100,000, shall be
      accompanied by the payment of accrued interest on the principal prepaid
      to the date of payment and, after payment of such interest, shall be
      applied, in the absence of instruction by the Borrower, first to the
      principal of any Outstanding Swing Line Loans, then to the principal of
      the Revolving Credit Loans and then to the principal of the Term Loans,
      and within each category, first to the principal of the Base Rate Loans
      and then to the principal of the LIBOR Rate Loans.
    

    
      §3.5.                  Effect
      of Prepayments.  Amounts of the Revolving Credit Loans repaid or
      prepaid under §3.2 or §3.3 may be reborrowed as provided in §2.  Any
      portion of the Term Loans that is repaid or prepaid may not be
      reborrowed.
    

    

    

    
      
        

        

      

      
        
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      §4.      CERTAIN GENERAL
      PROVISIONS.
    

    
      §4.1.                  Conversion
      Options.
    

    
      (a)                          The Borrower may elect from time to time to
      convert any of its outstanding Revolving Credit Loans or Term Loans to a
      Revolving Credit Loan or Term Loan, respectively, of another Type and
      such Revolving Credit Loan or Term Loan shall thereafter bear interest
      as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided
      that (i) with respect to any such conversion of a LIBOR Rate Loan to a
      Base Rate Loan, the Borrower shall give the Agent at least one (1)
      Business Day’s prior written notice of such election, and such
      conversion shall only be made on the last day of the Interest Period
      with respect to such LIBOR Rate Loan; (ii) with respect to any such
      conversion of a Base Rate Loan to a LIBOR Rate Loan the Borrower shall
      give the Agent at least three (3) LIBOR Business Days’ prior written
      notice of such election and the Interest Period requested for such Loan,
      the principal amount of the Loan so converted shall be in a minimum
      aggregate amount of $500,000 or an integral multiple of $100,000 in
      excess thereof and, after giving effect to the making of such Loan there
      shall be (A) no more than twelve (12) Revolving Credit LIBOR Rate Loans
      outstanding at any one time and (B) no more than ten (10) Term LIBOR
      Rate Loans outstanding at any one time; and (iii) no Loan may be
      converted into a LIBOR Rate Loan when any Default or Event of Default
      has occurred and is continuing.  All or any part of the outstanding
      Revolving Credit Loans or Term Loans of any Type may be converted as
      provided herein, provided that no partial conversion shall result
      in a Revolving Credit Base Rate Loan or a Term Base Rate Loan in an
      aggregate principal amount of less than $500,000 or a Revolving Credit
      LIBOR Rate Loan or a Term LIBOR Rate Loan in an aggregate principal
      amount of less than $500,000 and that the aggregate principal amount of
      each Loan shall be in an integral multiple of $100,000.  On the date on
      which such conversion is being made, each Bank shall take such action as
      is necessary to transfer its Commitment Percentage of such Loans to its
      Domestic Lending Office or its LIBOR Lending Office, as the case may
      be.  Each Conversion Request relating to the conversion of a Base Rate
      Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower.
    

    
      (b)                          Any Revolving Credit Loan or Term Loan may
      be continued as such Type upon the expiration of an Interest Period with
      respect thereto by compliance by the Borrower with the terms of §4.1(a); provided
      that no LIBOR Rate Loan may be continued as such when any Default or
      Event of Default has occurred and is continuing, but shall be
      automatically converted to a Base Rate Loan on the last day of the
      Interest Period relating thereto ending during the continuance of any
      Default or Event of Default.
    

    
      (c)                          In the event that the Borrower does not
      notify the Agent of its election hereunder with respect to any Loan to
      it, such Loan shall be automatically converted to a Base Rate Loan at
      the end of the applicable Interest Period.
    

    
      §4.2.                  Commitment
      and Syndication Fee.  The Borrower shall pay to KeyBank and
      Arranger certain fees for services rendered or to be rendered in
      connection with the Loan as provided pursuant to the Agreement Regarding
      Fees dated of even date herewith between the Borrower and KeyBank.
    

    

    

    
      
        

        

      

      
        
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      §4.3.                  Agent’s
      Fee.  The Borrower will pay to Agent, for the Agent’s own
      account, an annual Agent’s Fee calculated at the rate, and payable at
      such times as are, set forth in the Agreement Regarding Fees referred to
      in §4.2.
    

    
      §4.4.                  Funds
      for Payments.
    

    
      (a)                          All payments of principal, interest, unused
      facility fees, Agent’s fees, Letter of Credit fees, closing fees and any
      other amounts due hereunder or under any of the other Loan Documents
      shall be made to the Agent, for the respective accounts of the Banks and
      the Agent, as the case may be, at the Agent’s Head Office, not later
      than 1:00 p.m. (Cleveland time) on the day when due, in each case in
      lawful money of the United States in immediately available funds.  The
      Agent is hereby authorized to charge the accounts of the Borrower with
      KeyBank designated by the Borrower, on the dates when the amount thereof
      shall become due and payable, with the amounts of the principal of and
      interest on the Loans and all fees, charges, expenses and other amounts
      owing to the Agent and/or the Banks under the Loan Documents.
    

    
      (b)                          All payments by the Borrower hereunder and
      under any of the other Loan Documents shall be made without setoff or
      counterclaim and free and clear of and without deduction for any taxes,
      levies, imposts, duties, charges, fees, deductions, withholdings,
      compulsory loans, restrictions or conditions of any nature now or
      hereafter imposed or levied by any jurisdiction or any political
      subdivision thereof or taxing or other authority therein unless the
      Borrower is compelled by law to make such deduction or withholding.  If
      any such obligation is imposed upon the Borrower with respect to any
      amount payable by them hereunder or under any of the other Loan
      Documents, the Borrower will pay to the Agent, for the account of the
      Banks or (as the case may be) the Agent, on the date on which such
      amount is due and payable hereunder or under such other Loan Document,
      such additional amount in Dollars as shall be necessary to enable the
      Banks or the Agent to receive the same net amount which the Banks or the
      Agent would have received on such due date had no such obligation been
      imposed upon the Borrower.  The Borrower will deliver promptly to the
      Agent certificates or other valid vouchers for all taxes or other
      charges deducted from or paid with respect to payments made by the
      Borrower hereunder or under such other Loan Document.
    

    
      (c)                          Each Bank organized under the laws of a
      jurisdiction outside the United States shall provide the Borrower with
      such duly executed form(s) or statement(s) which may, from time to time,
      be prescribed by law and, which, pursuant to applicable provisions of
      (i) an income tax treaty between the United States and the country of
      residence of such Bank, (ii) the Code, or (iii) any applicable rules or
      regulations in effect under (i) or (ii) above, indicates the withholding
      status of such Bank; provided that nothing herein (including without
      limitation the failure or inability to provide such form or statement)
      shall relieve the Borrower of its obligations under §4.4(b).  Each Bank
      shall deliver photocopies of such forms or other appropriate
      certifications on or before the date that any such form shall expire or
      become obsolete and after the occurrence of any event requiring a change
      in the most recent form delivered to the Borrower for the Agent.  Any
      Bank which sells a participation in any of its Commitments shall be
      required to obtain such forms from any participant, and shall be
      required to withhold any amounts from such participant as required by
      the Code or Treasury Regulations issued pursuant thereto.
    

    

    

    
      
        

        

      

      
        
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      §4.5.                  Computations.  All
      computations of interest on the Loans and of other fees to the extent
      applicable shall be based on a 360-day year and paid for the actual
      number of days elapsed.  Except as otherwise provided in the definition
      of the term “Interest Period” with respect to LIBOR Rate Loans, whenever
      a payment hereunder or under any of the other Loan Documents becomes due
      on a day that is not a Business Day, the due date for such payment shall
      be extended to the next succeeding Business Day, and interest shall
      accrue during such extension.  The outstanding amount of the Loans and
      Letter of Credit Liabilities as reflected on the records of the Agent
      from time to time shall be considered prima facie evidence of
      such amount.
    

    
      §4.6.                  Suspension
      of LIBOR Rate Loans.  In the event that, prior to the
      commencement of any Interest Period relating to any LIBOR Rate Loan, the
      Agent shall reasonably determine that adequate and reasonable methods do
      not exist for ascertaining the LIBOR Rate for such Interest Period, or
      the Agent shall reasonably determine that the LIBOR Rate will not
      adequately and fairly reflect the cost to the Banks of making or
      maintaining LIBOR Rate Loans for such Interest Period, the Agent shall
      forthwith give notice of such determination (which shall be conclusive
      and binding on the Borrower and the Banks) to the Borrower and the
      Banks.  In such event (a) any Loan Request with respect to LIBOR Rate
      Loans shall be automatically withdrawn and shall be deemed a request for
      Base Rate Loans and (b) each LIBOR Rate Loan will automatically, on the
      last day of the then current Interest Period thereof, become a Base Rate
      Loan, and the obligations of the Banks to make LIBOR Rate Loans shall be
      suspended until the Agent determines that the circumstances giving rise
      to such suspension no longer exist, whereupon the Agent shall so notify
      the Borrower and the Banks.
    

    
      §4.7.                  Illegality.  Notwithstanding
      any other provisions herein, if any present or future law, regulation,
      treaty or directive or the interpretation or application thereof shall
      make it unlawful, or any central bank or other governmental authority
      having jurisdiction over a Bank or its LIBOR Lending Office shall assert
      that it is unlawful, for any Bank to make or maintain LIBOR Rate Loans,
      such Bank shall forthwith give notice of such circumstances to the Agent
      and the Borrower and thereupon (a) the commitment of the Banks to make
      LIBOR Rate Loans or convert Loans of another type to LIBOR Rate Loans
      shall forthwith be suspended and (b) the LIBOR Rate Loans then
      outstanding shall be converted automatically to Base Rate Loans on the
      last day of each Interest Period applicable to such LIBOR Rate Loans or
      within such earlier period as may be required by law.
    

    
      §4.8.                  Additional
      Interest.  If any LIBOR Rate Loan or any portion thereof is
      repaid, reapportioned as a result of an increase in the Total Revolving
      Credit Commitment as contemplated in §2.8(c), or converted to a Base
      Rate Loan for any reason on a date which is prior to the last day of the
      Interest Period applicable to such LIBOR Rate Loan, or if repayment of
      the Loans has been accelerated as provided in §12.1, the Borrower will
      pay to the Agent upon demand (and, if any payment is required as a
      result of an increase in the Total Revolving Credit Commitment, prior to
      the effectiveness of any such increase) for the account of the Banks in
      accordance with their respective Commitment Percentages, in addition to
      any amounts of interest otherwise payable hereunder, any amounts
      required to compensate the Banks for any losses, costs or expenses which
      may reasonably be incurred as a result of such payment, reapportionment
      or conversion.
    

    

    

    
      
        

        

      

      
        
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      §4.9.                  Additional
      Costs, Etc.  Notwithstanding anything herein to the contrary, if
      any present or future applicable law, or any amendment or modification
      of present applicable law, which expression, as used herein, includes
      statutes, rules and regulations thereunder and legally binding
      interpretations thereof by any competent court or by any governmental or
      other regulatory body or official with appropriate jurisdiction charged
      with the administration or the interpretation thereof and requests,
      directives, instructions and notices at any time or from time to time
      hereafter made upon or otherwise issued to any Bank or the Agent by any
      central bank or other fiscal, monetary or other authority (whether or
      not having the force of law), shall:
    

    
      (a)                          subject any Bank or the Agent to any tax,
      levy, impost, duty, charge, fee, deduction or withholding of any nature
      with respect to this Agreement, the other Loan Documents, such Bank’s
      Commitment, the Loans or the Letters of Credit (other than taxes based
      upon or measured by the income or profits or gross receipts of such Bank
      or the Agent), or
    

    
      (b)                          materially change the basis of taxation
      (except for changes in taxes on income or profits) of payments to any
      Bank of the principal of or the interest on any Loans or any other
      amounts payable to any Bank under this Agreement or the other Loan
      Documents, or
    

    
      (c)                          impose or increase or render applicable any
      special deposit, reserve, assessment, liquidity, capital adequacy or
      other similar requirements (whether or not having the force of law)
      against assets held by, or deposits in or for the account of, or loans
      by, or commitments of an office of any Bank, or
    

    
      (d)                          impose on any Bank or the Agent any other
      conditions or requirements with respect to this Agreement, the other
      Loan Documents, the Loans, the Letters of Credit, such Bank’s
      Commitment, or any class of loans or commitments of which any of the
      Loans or such Bank’s Commitment forms a part; and the result of any of
      the foregoing is
    

    
      (i)                                    to increase the cost to any Bank
      of making, funding, issuing, renewing, extending or maintaining any of
      the Loans, the Letters of Credit or such Bank’s Commitment, or
    

    
      (ii)                                   to reduce the amount of
      principal, interest or other amount payable to such Bank or the Agent
      hereunder on account of such Bank’s Commitment or any of the Loans or
      the Letters of Credit, or
    

    
      (iii)                                  to require such Bank or the Agent
      to make any payment or to forego any interest or other sum payable
      hereunder, the amount of which payment or foregone interest or other sum
      is calculated by reference to the gross amount of any sum receivable or
      deemed received by such Bank or the Agent from the Borrower hereunder,
    

    
      then, and in each such case, the Borrower will within fifteen (15) days
      after demand made by such Bank or (as the case may be) the Agent at any
      time and from time to time and as often as the occasion therefor may
      arise, pay to such Bank or the Agent such additional amounts as such
      Bank or the Agent shall determine in good faith to be sufficient to
      compensate such Bank or the Agent for such additional cost, reduction,
      payment or foregone interest or other sum.  Each Bank and the Agent in
      determining such amounts may use any reasonable averaging and
      attribution methods, generally applied by such Bank or the Agent.
    

    

    

    
      
        

        

      

      
        
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      §4.10.                 Capital
      Adequacy.  If after the date hereof any Bank determines that
      (a) the adoption of or change in any law, rule, regulation or guideline
      regarding capital requirements for banks or bank holding companies or
      any change in the interpretation or application thereof by any
      governmental authority charged with the administration thereof, or
      (b) compliance by such Bank or its parent bank holding company with any
      guideline, request or directive of any such entity regarding capital
      adequacy (whether or not having the force of law), has the effect of
      reducing the return on such Bank’s or such holding company’s capital as
      a consequence of such Bank’s commitment to make Loans or participate in
      Swing Line Loans or Letters of Credit hereunder to a level below that
      which such Bank or holding company could have achieved but for such
      adoption, change or compliance (taking into consideration such Bank’s or
      such holding company’s then existing policies with respect to capital
      adequacy and assuming the full utilization of such entity’s capital) by
      any amount deemed by such Bank to be material, then such Bank may notify
      the Borrower thereof.  The Borrower agrees to pay to such Bank the
      amount of such reduction in the return on capital as and when such
      reduction is determined, upon presentation by such Bank of a statement
      of the amount and setting forth such Bank’s calculation thereof.  In
      determining such amount, such Bank may use any reasonable averaging and
      attribution methods.
    

    
      §4.11.                 Indemnity
      of Borrower.  The Borrower agrees to indemnify each Bank and to
      hold each Bank harmless from and against any loss, cost or expense that
      such Bank may sustain or incur as a consequence of (a) default by the
      Borrower in payment of the principal amount of or any interest on any
      LIBOR Rate Loans as and when due and payable, including any such loss or
      expense arising from interest or fees payable by such Bank to lenders of
      funds obtained by it in order to maintain its LIBOR Rate Loans, or
      (b) default by the Borrower in making a borrowing or conversion after
      the Borrower has given (or is deemed to have given) a Loan Request or a
      Conversion Request.
    

    
      §4.12.                 Interest
      on Overdue Amounts; Late Charge.  Overdue principal on the Loans
      and all other overdue amounts payable hereunder or under any of the
      other Loan Documents (other than interest on the Loans) shall, following
      the expiration of any applicable cure period expressly provided for in
      this Agreement, bear interest payable on demand at a rate per annum
      equal to two percent (2.0%) above the rate that would otherwise be
      applicable at such time until such amount shall be paid in full (after
      as well as before judgment).  Overdue interest on the Loans shall,
      following the expiration of any applicable cure period expressly
      provided for in this Agreement, bear interest payable on demand at a
      rate equal to the lesser of (i) a per annum rate equal to two percent
      (2.0%) above the rate that would otherwise be applicable at such time or
      (ii) the maximum annual rate of interest permitted by applicable law
      until such amount shall be paid in full (after as well as before
      judgment), provided that in no event shall such rate exceed ten percent
      (10%) per annum.  After the occurrence and during the continuance of an
      Event of Default, the per diem fee payable with respect to Letters of
      Credit shall be increased to a rate equal to two percent (2.0%) above
      the Letter of Credit fee that would otherwise be applicable to such
      time, or if any of such amounts shall exceed the maximum rate permitted
      by law, then at the maximum rate permitted by law.  In addition, the
      Borrower shall pay a late charge equal to four percent (4.0%) of any
      amount of interest and/or principal payable on the Loans or any other
      amounts payable hereunder or under the Loan Documents, which is not paid
      by the Borrower within fifteen (15) days after the same shall become due
      and payable.
    

    

    

    
      
        

        

      

      
        
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      §4.13.                 Certificate.  A
      certificate setting forth any amounts payable pursuant to §4.8, §4.9,
      §4.10, §4.11 or §4.12 and a brief explanation of such amounts which are
      due, submitted by any Bank or the Agent to the Borrower, shall be
      conclusive in the absence of manifest error.
    

    
      §4.14.                 Limitation
      on Interest.  Notwithstanding anything in this Agreement to the
      contrary, all agreements between the Borrower and the Banks and the
      Agent, whether now existing or hereafter arising and whether written or
      oral, are hereby limited so that in no contingency, whether by reason of
      acceleration of the maturity of any of the Obligations or otherwise,
      shall the interest contracted for, charged or received by the Banks
      exceed the maximum amount permissible under applicable law.  If, from
      any circumstance whatsoever, interest would otherwise be payable to the
      Banks in excess of the maximum lawful amount, the interest payable to
      the Banks shall be reduced to the maximum amount permitted under
      applicable law; and if from any circumstance the Banks shall ever
      receive anything of value deemed interest by applicable law in excess of
      the maximum lawful amount, an amount equal to any excessive interest
      shall be applied to the reduction of the principal balance of the
      Obligations of the Borrower and to the payment of interest or, if such
      excessive interest exceeds the unpaid balance of principal of the
      Obligations of the Borrower, such excess shall be refunded to the
      Borrower.  All interest paid or agreed to be paid to the Banks shall, to
      the extent permitted by applicable law, be amortized, prorated,
      allocated and spread throughout the full period until payment in full of
      the principal of the Obligations of the Borrower (including the period
      of any renewal or extension thereof) so that the interest thereon for
      such full period shall not exceed the maximum amount permitted by
      applicable law.  This section shall control all agreements between the
      Borrower and the Banks and the Agent.
    

    
      §5.      COLLATERAL SECURITY;
      GUARANTY.
    

    
      §5.1.                  Collateral.  The
      Obligations shall be secured by the Security Documents.  In addition,
      the Obligations shall be guaranteed pursuant to the terms of the
      Guaranty.
    

    
      §5.2.                  Appraisals.  
    

    
      (a)                          Agent may (or upon the direction of the
      Majority Banks shall), not more often than one (1) time eighteen
      (18) months following the date of the applicable Appraisal, obtain a
      current Appraisal or updates to existing Appraisals of a Mortgaged
      Property if the Agent or the Majority Banks reasonably believe that
      there has been a material adverse change in the performance of such
      Mortgaged Property.  Additionally, Agent may obtain a current Appraisal
      or update to an existing Appraisal of a Mortgaged Property as provided
      in §5.4(b).  Additionally, in the event that there has been a material
      change in performance of a Mortgaged Property, Borrower may request that
      Agent obtain (and Agent shall promptly thereafter obtain) a current
      Appraisal or update to an existing Appraisal of such Mortgaged Property;
      provided that Agent and the Majority Banks shall retain their
      independent right to obtain Appraisals as provided in this Agreement
      notwithstanding any Appraisals obtained at the request of Borrower.  In
      any such case, said Appraisals will be ordered by Agent and reviewed and
      approved by the appraisal department of the Agent, in order to determine
      the current Appraised Value of the Mortgaged Properties, and the
      Borrower shall pay to Agent within fifteen (15) days of demand all
      reasonable costs of such Appraisals.
    

    

    

    
      
        

        

      

      
        
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      (b)                          Notwithstanding the provisions of §5.2(a),
      the Agent may, for the purpose of determining the current Appraised
      Value of the Mortgaged Properties, obtain new Appraisals or an update to
      existing Appraisals with respect to the Mortgaged Properties, or any of
      them, as the Agent shall determine (i) at any time that the regulatory
      requirements of any Bank generally applicable to real estate loans of
      the category made under this Agreement as reasonably interpreted by such
      Bank shall require more frequent Appraisals, or (ii) at any time
      following a Default or Event of Default.  The expense of such Appraisals
      and/or updates performed pursuant to this §5.2(b) shall be borne by the
      Borrower and payable to Agent within fifteen (15) days of demand;
      provided the Borrower shall not be obligated to pay for an Appraisal of
      a Mortgaged Property obtained pursuant to this §5.2(b) more often than
      once in any period of twelve (12) months.
    

    
      (c)                          The Borrower agrees that the Banks and
      Agent do not make any representations or warranties with respect to any
      such Appraisal and shall have no liability as a result of or in
      connection with any such Appraisal for statements contained in such
      Appraisal, including without limitation, the accuracy and completeness
      of information, estimates, conclusions and opinions contained in such
      Appraisal, or variance of such Appraisal from the fair value of such
      property that is the subject of such Appraisal given by the local tax
      assessor’s office, or the Borrower’s idea of the value of such property.
    

    
      §5.3.                  Replacement
      or Addition of Mortgaged Properties.
    

    
      After the Closing Date, the Borrower shall have the right, subject to
      the satisfaction by the Borrower of the conditions set forth in this
      §5.3, to add Potential Collateral to the Collateral included in the
      calculation of the Borrowing Base Availability or to replace any
      Mortgaged Property which is Collateral included in the calculation of
      the Borrowing Base Availability with Potential Collateral.  The Borrower
      from time to time after the Closing Date may also request that certain
      Real Estate of one or more Subsidiary Guarantors be included as a
      Mortgaged Property for the purpose of increasing the Borrowing Base
      Availability or replacing existing Collateral in the Borrowing Base
      Availability; provided that in connection with any replacement of a
      Mortgaged Property, the replacement Mortgaged Property or Mortgaged
      Properties contribute equal or greater value to the Borrowing Base
      Availability as the replaced Mortgaged Property.  In the event the
      Borrower desires to replace Collateral or add additional Potential
      Collateral to the Borrowing Base Availability as aforesaid, the Borrower
      shall provide written notice to the Agent of such request.  No Potential
      Collateral shall be included as Collateral or included in calculating
      the Borrowing Base Availability unless and until the following
      conditions precedent shall have been satisfied:
    

    
      (a)                          such Potential Collateral shall be Eligible
      Real Estate;
    

    
      (b)                          the owner of any Guarantor Collateral (and
      any Subsidiary of Borrower that is an indirect owner of such Subsidiary
      Guarantor) shall have executed a Joinder Agreement and satisfied the
      conditions of §5.5;
    

    
      (c)                          if the Potential Collateral is owned by a
      Wholly Owned Subsidiary that will become a Subsidiary Guarantor, the
      organizational agreements of such Subsidiary or such other resolutions
      or consents satisfactory to Agent shall specifically authorize such
      Subsidiary to guaranty the Obligations and to pledge the assets of such
      Subsidiary as security for the Obligations and the Borrower shall
      certify to the Agent that applicable law does not preclude such
      Subsidiary from executing such guaranty or pledging its assets to secure
      the Obligations;
    

    

    

    
      
        

        

      

      
        
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      (d)                          all covenants, agreements, and
      representations in the Loan Documents herein of the Borrower and the
      Guarantors and their Subsidiaries shall be true and correct with respect
      to such Subsidiary Guarantor;
    

    
      (e)                          prior to or contemporaneously with such
      addition, Borrower shall have submitted to Agent a Compliance
      Certificate prepared using the financial statements of the Borrower most
      recently provided or required to be provided to the Agent under §6.4 or
      §7.4 and a Borrowing Base Property Certificate, both prepared on a pro
      forma basis and adjusted to give effect to such addition, and shall
      certify that after giving effect to such addition, no Default or Event
      of Default shall exist;
    

    
      (f)                          the Borrower or the Wholly Owned Subsidiary
      owner of the Potential Collateral, as applicable, shall have executed
      and delivered to the Agent all Eligible Real Estate Qualification
      Documents, all of which instruments, documents or agreements shall be in
      form and substance reasonably satisfactory to the Agent (it being
      acknowledged that the tenant estoppels and Subordination, Attornment and
      Non-Disturbance Agreements required to be delivered pursuant to Schedule 5.3
      must be delivered on or before the date that is ninety (90) days after
      the inclusion of such Real Estate in the Collateral, provided further
      that if such items are not delivered within such period such Real Estate
      shall no longer be included in the calculation of the Borrowing Base
      Availability unless and until such items are delivered);
    

    
      (g)                          after giving effect to the inclusion of
      such Potential Collateral, each of the representations and warranties
      made by or on behalf of the Borrower or the Guarantors or any of their
      respective Subsidiaries contained in this Agreement, the other Loan
      Documents or in any document or instrument delivered pursuant to or in
      connection with this Agreement shall be true in all material respects
      both as of the date as of which it was made and shall also be true as of
      the time of the replacement or addition of Mortgaged Properties in the
      Borrowing Base Availability, with the same effect as if made at and as
      of that time, except to the extent of changes resulting from
      transactions permitted by the Loan Documents and except as previously
      disclosed in writing by the Borrower to Agent and approved by Agent in
      writing (which disclosures shall be deemed to amend the schedules and
      other disclosures delivered as contemplated in this Agreement; it being
      understood and agreed that any representation or warranty which by its
      terms is made as of a specified date shall be required to be true and
      correct only as of such specified date), and no Default or Event of
      Default shall have occurred and be continuing (including, without
      limitation, any Default under §7.19 or §9.5), and the Agent shall have
      received a certificate of the Borrower to such effect; and
    

    
      (h)                          such Potential Collateral shall have been
      approved in writing by the Majority Banks.
    

    

    

    
      
        

        

      

      
        
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      §5.4.                  Release
      of Mortgaged Property.
    

    
      (a)                          Provided no Default or Event of Default
      shall have occurred hereunder and be continuing (or would exist
      immediately after giving effect to the transactions contemplated by this
      §5.4), the Agent shall release a Mortgaged Property from the lien or
      security title of the Security Documents encumbering the same upon the
      request of the Borrower, subject to and upon the following terms and
      conditions:
    

    
      (i)                                    the Borrower shall deliver to the
      Agent written notice of its desire to obtain such release no later than
      ten (10) days prior to the date on which such release is to be effected;
    

    
      (ii)                                   the Borrower shall submit to the
      Agent with such request a Compliance Certificate and Borrowing Base
      Property Certificate prepared using the financial statements of the
      Borrower most recently provided or required to be provided to the Agent
      under §6.4 or §7.4 adjusted in the best good faith estimate of the
      Borrower to give effect to the proposed release and demonstrating that
      no Default or Event of Default with respect to the covenants referred to
      therein shall exist after giving effect to such release;
    

    
      (iii)                                  all release documents to be
      executed by the Agent shall be in form and substance reasonably
      satisfactory to the Agent;
    

    
      (iv)                                   the Borrower shall pay all
      reasonable costs and expenses of the Agent in connection with such
      release, including without limitation, reasonable attorney’s fees;
    

    
      (v)                                    the Borrower shall pay to the
      Agent for the account of the Banks a release price, which payment shall
      be applied to reduce the outstanding principal balance of the Loans as
      provided in §3.4, in an amount equal to the greater of (i) one hundred
      percent (100%) of the Net Proceeds and (ii) the amount necessary to
      reduce the outstanding principal balance of the Loans and Letter of
      Credit Liabilities so that no violation of the covenant set forth in
      §9.5 shall occur;
    

    
      (vi)                                   without limiting or affecting any
      other provision hereof, any release of a Mortgaged Property will not
      cause the Borrower to be in violation of the covenants set forth in
      §7.19 or §9.5; and
    

    
      (vii)                                  the release of such Mortgaged
      Property shall have been approved in writing by the Majority Banks;
      provided that in the event that the Term Loans and all interest thereon
      shall have been paid in full, the prior approval of the Majority Banks
      shall not be required provided that (A) Agent shall have approved such
      release in writing and (B) after giving effect to such release the ratio
      of the sum of the Outstanding Revolving Credit Loans, Outstanding Swing
      Line Loans and Letter of Credit Liabilities to the Collateral Pool Value
      for the remaining Mortgaged Properties shall be equal to or less than
      0.55 to 1.
    

    
      (b)                          Provided no Default or Event of Default
      shall have occurred hereunder or be continuing (or would exist
      immediately after giving effect to the transactions contemplated by this
      §5.4), the Agent shall release a portion of the Mortgaged Property
      consisting of an outparcel or excess land or tenant building, pad or
      acreage approved by Agent in its reasonable discretion from the lien or
      security title of the Security Documents encumbering the same upon the
      request of the Borrower (but in the case of the sale of a tenant
      building, pad or acreage, only in connection with a bona fide sale
      thereof to such third party tenant or any other purchaser approved by
      Agent in writing, such approval not to be unreasonably withheld) subject
      to and upon the following terms and conditions:
    

    

    

    
      
        

        

      

      
        
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      (i)                                    the Borrower shall deliver to the
      Agent written notice of its desire to obtain such release no later than
      ten (10) days prior to the date on which such release is to be effective;
    

    
      (ii)                                   all release documents to be
      executed by the Agent shall be in form and substance reasonably
      satisfactory to Agent;
    

    
      (iii)                                  the Borrower shall pay all
      reasonable costs and expenses of the Agent in connection with such
      release, including, without limitation, reasonable attorneys’ fees;
    

    
      (iv)                                   the Borrower shall pay Agent for
      the account of the Banks a release price, which payment shall be applied
      to reduce the outstanding principal balance of the loans as provided in
      §3.4, in an amount equal to one hundred percent (100%) of the Net
      Proceeds, if any;
    

    
      (v)                                    Borrower shall deliver to Agent a
      survey of the property to be released, which shows any easements
      benefiting or burdening the Mortgaged Property or the property to be
      released;
    

    
      (vi)                                   in no event shall Agent release
      such land if Agent determines in its reasonable discretion that
      following such sale portions of the other remaining Mortgaged Property
      (A) shall be without access to a public street over remaining Mortgaged
      Property or over a perpetual easement for ingress and egress which is
      included as part of the Mortgaged Property, or (B) shall no longer be
      able to tap into, connect with, utilize or maintain all utilities
      necessary to serve such portions of the remaining Mortgaged Property, to
      the extent applicable, including, without limitation, storm sewer,
      sanitary sewer, water, electricity and gas, either over remaining
      Mortgaged Property or over a perpetual easement with respect thereto
      included as part of the Mortgaged Property;
    

    
      (vii)                                  both the portions of the
      Mortgaged Property to be sold and any improvements thereon and the
      Mortgaged Property remaining after such sale and any improvements
      thereon will be in compliance with all zoning laws, building codes,
      parking laws and regulations, subdivision laws or approvals, setback
      lines and any other governmental regulation, requirement or agreement,
      including, without limitation, all Environmental Laws and any recorded
      covenants, conditions or restrictions and without benefit of any
      provisions relating to non-conforming uses;
    

    
      (viii)                                 Agent shall have approved any
      cross-easements, restrictive covenants, operating agreements or other
      agreements which are to be entered into in connection with such transfer;
    

    

    

    
      
        

        

      

      
        
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      (ix)                                   in the event that the proposed
      release relates to the release of a tenant building or pad or acreage,
      Agent at its option shall have received an Appraisal or update to an
      existing Appraisal of such Mortgaged Property, in form and substance
      satisfactory to the Agent and the Majority Banks and dated not more than
      sixty (60) days prior to the proposed date of transfer, which Appraisal
      shall value the remaining portion of the Mortgaged Property after giving
      effect to such transfer;
    

    
      (x)                                    in the event that such release is
      the release of a tenant building or pad or acreage, the Borrower shall
      submit to the Agent with such request a Compliance Certificate and a
      Borrowing Base Property Certificate prepared using the financial
      statements of Borrower most recently provided or required to be provide
      to the Agent under §6.4 or §7.4, adjusted to give effect to the proposed
      release (based upon the Appraisal obtained by Agent pursuant to this
      §5.4, as applicable) and demonstrating that no Default or Event of
      Default with respect to the covenants referred to therein shall exist
      after giving effect to such release;
    

    
      (xi)                                   the sale of such property shall
      not cause the owner of such Mortgaged Property to be in violation of or
      result in a breach under any other agreement or instrument by which it
      or any Mortgaged Property is bound, including, without limitation, any
      Lease, or give any tenant under any Lease a right to terminate its Lease
      or reduce any payment or other obligation of such tenant under its Lease;
    

    
      (xii)                                  Borrower, at its sole cost and
      expense, shall have delivered to Agent, in form and substance
      satisfactory to Agent, one or more endorsements to the Title Policy
      which brings forward the effective date of the Title Policy to the date
      and time of recording of the instruments releasing such property, amends
      the legal description thereof to delete the property released and to add
      any easements appurtenant to the Mortgaged Property executed in
      connection with or relating to such sale, and such other matters as
      Agent shall reasonably require;
    

    
      (xiii)                                 Agent shall have received
      evidence that the released property shall constitute a separate tax
      parcel and has been properly subdivided from the Mortgaged Property and
      that the owner of such Mortgaged Property has reserved all necessary or
      appropriate easements and restrictive covenants over the property to be
      released for the benefit of the remaining Mortgaged Property (each of
      which shall be satisfactory to Agent); and
    

    
      (xiv)                                  in the event that the proposed
      release relates to a portion of such Mortgaged Property which
      contributes thirty percent (30%) or more of the Operating Cash Flow of
      such Mortgaged Property, the Majority Banks shall have approved such
      release in writing.
    

    
      (c)                          Upon the refinancing or repayment of the
      Obligations in full and termination of the obligation to provide
      additional Loans or Letters of Credit to Borrower, then the Agent shall
      be entitled to release the Collateral from the lien and security
      interest of the Security Documents and to release the Guarantors,
      provided that Agent has not received a notice from the “Representative”
      (as defined in §14.15) or the holder of the Hedge Obligations that any
      Hedge Obligation is then due and payable to the holder thereof.
    

    

    

    
      
        

        

      

      
        
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      §5.5.                  Additional
      Guarantors.  In the event that Borrower shall request that
      certain Real Estate of a Wholly Owned Subsidiary of Borrower be included
      as a Mortgaged Property as contemplated by §5.3 and such Real Estate is
      approved for inclusion as a Mortgaged Property in accordance with the
      terms hereof, Borrower shall cause each such Subsidiary (and any entity
      having an interest in such Subsidiary of Borrower) to execute and
      deliver to Agent a Joinder Agreement, and such Subsidiary (and any such
      entity) shall become a Guarantor hereunder.  Each such Subsidiary shall
      be specifically authorized, in accordance with its respective
      organizational documents, to guarantee the Obligations and to execute
      the Contribution Agreement and such Security Documents as Agent may
      require.  Borrower shall further cause all representations, covenants
      and agreements in the Loan Documents with respect to Guarantors to be
      true and correct with respect to each such Subsidiary.  In connection
      with the delivery of such Guaranty, Borrower shall deliver to the Agent
      such organizational agreements, resolutions, consents, opinions and
      other documents and instruments as the Agent may reasonably require.
    

    
      §5.6.                  Release
      of Certain Subsidiary Guarantors.  In the event that all
      Mortgaged Properties owned by a Subsidiary Guarantor shall have been
      released as Collateral for the Obligations and the Hedge Obligations in
      accordance with the terms of this Agreement, then such Subsidiary
      Guarantor shall be released by Agent from liability under the
      Guaranty.  The provisions of this §5.6 shall not apply to any Guarantor
      which owns a Mortgaged Property or any direct or indirect interest in a
      Mortgaged Property.
    

    
      §6.      REPRESENTATIONS AND
      WARRANTIES OF THE TRUST AND THE BORROWER.
    

    
      The Borrower and the Trust, jointly and severally, represent and warrant
      to the Agent and the Banks as follows.
    

    
      §6.1.                  Corporate
      Authority, Etc.
    

    
      (a)                          Incorporation;
      Good Standing.  The Borrower is a Delaware limited partnership duly
      organized pursuant to its first amended and restated limited partnership
      agreement dated May 10, 1996, as amended by amendments one through
      twenty-four, and a Certificate of Limited Partnership and amendments
      thereto filed with the Secretary of the State of Delaware and is validly
      existing and in good standing under the laws of the State of
      Delaware.  The Trust is a Maryland real estate investment trust duly
      organized pursuant to its trust declaration dated October 2, 1997, as
      amended and supplemented, and a Certificate of Trust filed with the
      Secretary of the State of Maryland and is validly existing and in good
      standing under the laws of the State of Maryland.  Each Subsidiary
      Guarantor is a limited partnership, limited liability company or other
      entity duly organized and validly existing and in good standing under
      the laws of its respective State of organization.  Each of the Borrower
      and the Guarantors (i) has all requisite power to own its respective
      property and conduct its respective business as now conducted and as
      presently contemplated, and (ii) as to the Borrower and the Guarantors
      are in good standing as a foreign entity and is duly authorized to do
      business in the jurisdictions where the Mortgaged Properties are located
      and in each other jurisdiction where a failure to be so qualified in
      such other jurisdiction could have a materially adverse effect on the
      business, assets or financial condition of such Person.  The Trust is a
      real estate investment trust in full compliance with and entitled to the
      benefits of §856 of the Code, and has elected to be treated as a real
      estate investment trust pursuant to the Code.
    

    

    

    
      
        

        

      

      
        
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      (b)                          Subsidiaries.  Each
      of the Subsidiaries of the Borrower and the Trust (i) is a corporation,
      limited partnership, limited liability company or trust duly organized
      under the laws of its State of organization and is validly existing and
      in good standing under the laws thereof, (ii) has all requisite power to
      own its property and conduct its business as now conducted and as
      presently contemplated and (iii) is in good standing and is duly
      authorized to do business in each jurisdiction where Real Estate held by
      it is located and in each other jurisdiction where a failure to be so
      qualified could have a materially adverse effect on the business, assets
      or financial condition of the Borrower, the Trust, or such Subsidiary.
    

    
      (c)                          Authorization.  The
      execution, delivery and performance of this Agreement and the other Loan
      Documents to which the Borrower, the Guarantors or any of their
      respective Subsidiaries is or is to become a party and the transactions
      contemplated hereby and thereby (i) are within the authority of such
      Person, (ii) have been duly authorized by all necessary proceedings on
      the part of such Person, (iii) do not and will not conflict with or
      result in any breach or contravention of any provision of law, statute,
      rule or regulation to which such Person is subject or any judgment,
      order, writ, injunction, license or permit applicable to such Person,
      (iv) do not and will not conflict with or constitute a default (whether
      with the passage of time or the giving of notice, or both) under any
      provision of the articles of incorporation, partnership agreement,
      declaration of trust or other charter documents or bylaws of, or any
      agreement or other instrument binding upon, such Person or any of its
      properties, and (v) do not and will not result in or require the
      imposition of any lien or other encumbrance on any of the properties,
      assets or rights of such Person.
    

    
      (d)                          Enforceability.  The
      execution and delivery of this Agreement and the other Loan Documents to
      which the Borrower, the Guarantors or any of their respective
      Subsidiaries is or is to become a party are valid and legally binding
      obligations of such Person enforceable in accordance with the respective
      terms and provisions hereof and thereof, except as enforceability is
      limited by bankruptcy, insolvency, reorganization, moratorium or other
      laws relating to or affecting generally the enforcement of creditors’
      rights and except to the extent that availability of the remedy of
      specific performance or injunctive relief is subject to the discretion
      of the court before which any proceeding therefor may be brought.
    

    
      §6.2.                  Governmental
      Approvals.  The execution, delivery and performance of this
      Agreement and the other Loan Documents to which the Borrower, the
      Guarantors or any of their respective Subsidiaries is or is to become a
      party and the transactions contemplated hereby and thereby do not
      require the approval or consent of, or filing with, any governmental
      agency or authority other than those already obtained and the filing of
      the Security Documents in the appropriate records office with respect
      thereto.
    

    
      §6.3.                  Title
      to Properties; Lease.  The Borrower, the Guarantors and their
      respective Subsidiaries own all of the assets reflected in the
      consolidated balance sheet of the Borrower and the Trust as of the
      Balance Sheet Date or acquired since that date (except property and
      assets sold or otherwise disposed of in the ordinary course of business
      since that date), subject to no rights of others, including any
      mortgages, leases, conditional sales agreements, title retention
      agreements, liens or other encumbrances except Permitted Liens.
    

    

    

    
      
        

        

      

      
        
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      §6.4.                  Financial
      Statements.  The Borrower has delivered to each of the Banks:
      (a) the consolidated balance sheet of the Trust and its respective
      Subsidiaries as of the Balance Sheet Date, and (b) certain other
      financial information relating to the Borrower, the Guarantors, the
      Mortgaged Properties and the Real Estate.  Such balance sheet and other
      information have been prepared in accordance with GAAP and fairly
      present the financial condition of the Borrower, the Guarantors and
      their respective Subsidiaries as of such dates and the results of the
      operations of the Borrower, the Guarantors, their respective
      Subsidiaries and the Mortgaged Properties for such periods.  There are
      no liabilities, contingent or otherwise, of the Borrower, the Guarantors
      or any of their respective Subsidiaries involving material amounts not
      disclosed in said financial statements and the related notes thereto.
    

    
      §6.5.                  No
      Material Changes.  Since the Balance Sheet Date, there has
      occurred no materially adverse change in the financial condition or
      business of the Borrower, the Guarantors, and their respective
      Subsidiaries taken as a whole as shown on or reflected in the
      consolidated balance sheet of the Borrower and the Trust as of the
      Balance Sheet Date, or its consolidated statement of income or cash
      flows for the fiscal year then ended, other than changes in the ordinary
      course of business that have not had any materially adverse effect
      either individually or in the aggregate on the business or financial
      condition of such Person.  The Borrower hereby discloses that it is in
      the process of marketing the properties described on Schedule 6.5
      hereto.
    

    
      §6.6.                  Franchises,
      Patents, Copyrights, Etc.  The Borrower, the Guarantors and
      their respective Subsidiaries possess all franchises, patents,
      copyrights, trademarks, trade names, service marks, licenses and
      permits, and rights in respect of the foregoing, adequate for the
      conduct of their business substantially as now conducted without known
      conflict with any rights of others.  None of the Mortgaged Properties is
      owned or operated by Borrower or its Subsidiaries under or by reference
      to any trademark, trade name, service mark or logo.
    

    
      §6.7.                  Litigation.  Except
      as stated on Schedule 6.7 there are no actions, suits,
      proceedings or investigations of any kind pending or to the knowledge of
      such person threatened against the Borrower, the Guarantors or any of
      their respective Subsidiaries before any court, tribunal, arbitrator,
      mediator or administrative agency or board that, if adversely
      determined, might, either in any case or in the aggregate, materially
      adversely affect the properties, assets, financial condition or business
      of such Person or materially impair the right of such Person to carry on
      business substantially as now conducted by it, or result in any
      liability not adequately covered by insurance, or for which adequate
      reserves are not maintained on the balance sheet of such Person, or
      which question the validity of this Agreement or any of the other Loan
      Documents, any action taken or to be taken pursuant hereto or thereto or
      any lien or security interest created or intended to be created pursuant
      hereto or thereto, or which will adversely affect the ability of the
      Borrower or the Guarantors to pay and perform the Obligations in the
      manner contemplated by this Agreement and the other Loan
      Documents.  Except as set forth on Schedule 6.7, as of
      the date of this Agreement, there are no judgments outstanding against
      or adversely affecting any of the Borrower, the Guarantors or any of
      their respective Subsidiaries.
    

    

    

    
      
        

        

      

      
        
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      §6.8.                  No
      Materially Adverse Contracts, Etc.  None of the Borrower, the
      Guarantors or any of their respective Subsidiaries is subject to any
      charter, corporate or other legal restriction, or any judgment, decree,
      order, rule or regulation that has or is expected in the future to have
      a materially adverse effect on the business, assets or financial
      condition of such Person.  None of the Borrower, the Guarantors nor any
      of their respective Subsidiaries is a party to any contract or agreement
      that has or is expected, in the judgment of the partners or officers of
      such Person, to have any materially adverse effect on the business of
      any of them.
    

    
      §6.9.                  Compliance
      with Other Instruments, Laws, Etc.  None of the Borrower, the
      Guarantors or any of their respective Subsidiaries is in violation of
      any provision of its charter or other organizational documents, bylaws,
      or any agreement or instrument to which it may be subject or by which it
      or any of its properties may be bound or any decree, order, judgment,
      statute, license, rule or regulation, in any of the foregoing cases in a
      manner that could result in the imposition of substantial penalties or
      materially and adversely affect the financial condition, properties or
      business of such Person.
    

    
      §6.10.                 Tax
      Status.  Except as noted on Schedule 6.10
      hereto, the Borrower, the Guarantors and each of their respective
      Subsidiaries (a) has made or filed all federal and state income and all
      other tax returns, reports and declarations required by any jurisdiction
      to which it is subject, (b) has paid all taxes and other governmental
      assessments and charges shown or determined to be due on such returns,
      reports and declarations, except those being contested in good faith and
      by appropriate proceedings and (c) has set aside on its books provisions
      reasonably adequate for the payment of all taxes for periods subsequent
      to the periods to which such returns, reports or declarations
      apply.  Except as noted in item 3 on Schedule 6.7
      hereto, there are no unpaid taxes in any material amount claimed to be
      due by the taxing authority of any jurisdiction, and the partners or
      officers of such Person know of no basis for any such claim.  There are
      no audits pending or to the knowledge of the Borrower threatened with
      respect to any tax returns filed by the Borrower, any Guarantor or their
      respective Subsidiaries.
    

    
      §6.11.                 No
      Event of Default.  No Default or Event of Default has occurred
      and is continuing.
    

    
      §6.12.                 Investment
      Company Acts.  None of the Borrower, the Guarantors or any of
      their respective Subsidiaries is or after giving effect to any Loan will
      be, subject to regulation under the Federal Power Act or the Investment
      Company Act of 1940 or to any federal or state statute or regulation
      limiting its ability to incur indebtedness for borrowed money.
    

    
      §6.13.                 Absence
      of UCC Financing Statements, Etc.  Except with respect to
      Permitted Liens, there is no financing statement, security agreement,
      chattel mortgage, real estate mortgage or other document filed or
      recorded with any filing records, registry, or other public office, that
      purports to cover, affect or give notice of any present or possible
      future lien on, or security interest or security title in, any property
      of the Borrower, the Guarantors or any of their respective Subsidiaries
      or rights thereunder.
    

    
      §6.14.                 Setoff,
      Etc.  The Collateral and the rights of the Agent and the Banks
      with respect to the Collateral are not subject to any setoff, claims,
      withholdings or other defenses.  The Borrower or the applicable
      Subsidiary Guarantor is the owner of the Collateral free from any lien,
      security interest, encumbrance or other claim or demand, except those
      encumbrances permitted in the Security Deeds.
    

    

    

    
      
        

        

      

      
        
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      §6.15.                 Certain
      Transactions.  Except as set forth on Schedule 6.15,
      none of the officers, trustees, directors, or employees of the Borrower,
      the Guarantors or any of their respective Subsidiaries is a party to any
      transaction with either or both of the Borrower, any Guarantor or any of
      their respective Subsidiaries (other than for services as employees,
      officers and directors), including any contract, agreement or other
      arrangement providing for the furnishing of services to or by, providing
      for rental of real or personal property to or from, or otherwise
      requiring payments to or from any officer, trustee, director or such
      employee or, to the knowledge of the Borrower, the Guarantor, or any
      corporation, partnership, trust or other entity in which any officer,
      trustee, director, or any such employee has a substantial interest or is
      an officer, director, trustee or partner.
    

    
      §6.16.                 Employee
      Benefit Plans.  The Borrower, the Guarantors and each ERISA
      Affiliate have fulfilled their respective obligations under the minimum
      funding standards of ERISA and the Code with respect to each Employee
      Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan and is in
      compliance in all material respects with the presently applicable
      provisions of ERISA and the Code with respect to each Employee Benefit
      Plan, Multiemployer Plan or Guaranteed Pension Plan.  Neither the
      Borrower, the Guarantors nor any ERISA Affiliate has (a) sought a waiver
      of the minimum funding standard under Section 412 of the Code in respect
      of any Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension
      Plan, (b) failed to make any contribution or payment to any Employee
      Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan, or made any
      amendment to any Employee Benefit Plan, Multiemployer Plan or Guaranteed
      Pension Plan, which has resulted or could result in the imposition of a
      lien or the posting of a bond or other security under ERISA or the Code,
      or (c) incurred any liability under Title IV of ERISA other than a
      liability to the PBGC for premiums under Section 4007 of ERISA.  None of
      the Real Estate constitutes a “plan asset” of any Employee Benefit Plan,
      Multiemployer Plan or Guaranteed Pension Plan.
    

    
      §6.17.                 Regulations
      T, U and X.  No portion of any Loan is to be used for the
      purpose of purchasing or carrying any “margin security” or “margin
      stock” as such terms are used in Regulations T, U and X of the Board of
      Governors of the Federal Reserve System, 12 C.F.R.  Parts 220, 221 and
      224.  Neither the Borrower nor any Guarantor is engaged, and neither the
      Borrower nor any Guarantor will engage, principally or as one of its
      important activities, in the business of extending credit for the
      purpose of purchasing or carrying any “margin security” or “margin
      stock” as such terms are used in Regulations T, U and X of the Board of
      Governors of the Federal Reserve System, 12 C.F.R. Parts 220, 221 and
      224.
    

    
      §6.18.                 Environmental
      Compliance.  The Borrower and the Trust each has taken all
      commercially reasonable steps to investigate the past and present
      conditions and usage of the Real Estate and the operations conducted
      thereon and, based upon such investigation makes the following
      representations and warranties except as specifically set forth in the
      written environmental reports provided to the Agent on or before the
      date hereof or as set forth on Schedule 6.18 hereto.
    

    

    

    
      
        

        

      

      
        
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      (a)                          With respect to the Mortgaged Properties,
      and to the best of the Borrower’s and the Trust’s knowledge with respect
      to any other Real Estate, none of the Borrower, the Guarantors or their
      respective Subsidiaries or any operator of the Real Estate, or any
      operations thereon is in violation, or alleged violation, in any
      material respect of any judgment, decree, order, law, license, rule or
      regulation pertaining to environmental matters, including, without
      limitation, those arising under the Resource Conservation and Recovery
      Act (“RCRA”), the Comprehensive Environmental Response, Compensation and
      Liability Act of 1980 as amended (“CERCLA”), the Superfund Amendments
      and Reauthorization Act of 1986 (“SARA”), the Federal Clean Water Act,
      the Federal Clean Air Act, the Toxic Substances Control Act, or any
      state or local statute, regulation, ordinance, order or decree relating
      to the environment (hereinafter “Environmental Laws”), which violation
      involves (i) any of the Mortgaged Properties or (ii) other Real Estate
      and would have a material adverse effect on the business, assets or
      financial condition of the Borrower, any Guarantor or any of their
      respective Subsidiaries.
    

    
      (b)                          None of the Borrower, the Guarantors or any
      of their respective Subsidiaries has received notice from any third
      party including, without limitation, any federal, state or local
      governmental authority, (i) that it has been identified by the United
      States Environmental Protection Agency (“EPA”) as a potentially
      responsible party under CERCLA with respect to a site listed on the
      National Priorities List, 40 C.F.R. Part 300 Appendix B (1986);
      (ii) that any hazardous waste, as defined by 42 U.S.C. §9601(5), any
      hazardous substances as defined by 42 U.S.C. §9601(14), any pollutant or
      contaminant as defined by 42 U.S.C. §9601(33) or any toxic substances,
      oil or hazardous materials or other chemicals or substances regulated by
      any Environmental Laws (“Hazardous Substances”) which it has generated,
      transported or disposed of have been found at any site at which a
      federal, state or local agency or other third party has conducted or has
      ordered that the Borrower, any Guarantor or any of their respective
      Subsidiaries conduct a remedial investigation, removal or other response
      action pursuant to any Environmental Law; or (iii) that it is or shall
      be a named party to any claim, action, cause of action, complaint, or
      legal or administrative proceeding (in each case, contingent or
      otherwise) arising out of any third party’s incurrence of costs,
      expenses, losses or damages of any kind whatsoever in connection with
      the release of Hazardous Substances.
    

    
      (c)                          With respect to the Mortgaged Properties,
      and to the best of the Borrower’s and the Trust’s knowledge with respect
      to any other Real Estate, (i) no portion of the Real Estate has been
      used for the handling, processing, storage or disposal of Hazardous
      Substances except in accordance with applicable Environmental Laws in
      all material respects, and no underground tank or other underground
      storage receptacle for Hazardous Substances is located on any portion of
      the Real Estate; (ii) in the course of any activities conducted by
      either the Borrower, the Guarantors, their Subsidiaries or the operators
      of its properties, no Hazardous Substances have been generated or are
      being used on the Real Estate except in the ordinary course of business
      and in accordance with applicable Environmental Laws in all material
      respects; (iii) there has been no past or present releasing, spilling,
      leaking, pumping, pouring, emitting, emptying, discharging, injecting,
      escaping, disposing or dumping (a “Release”) or threatened Release of
      Hazardous Substances on, upon, into or from any of the Real Estate, or,
      to the best of the Borrower’s or the Trust’s knowledge, on, upon, into
      or from the other properties of the Borrower, the Guarantors or their
      respective Subsidiaries, which Release would have a material adverse
      effect on the value of any of the Real Estate or adjacent properties or
      the environment; (iv) to the best of the Borrower’s or the Trust’s
      knowledge, there have been no Releases on, upon, from or into any real
      property in the vicinity of any of the Real Estate which through soil or
      groundwater contamination, may have come to be located on, and which
      would have a material adverse effect on the value of, the Real Estate;
      and (v) any Hazardous Substances that have been generated on any of the
      Real Estate have been transported off-site only by carriers having an
      identification number issued by the EPA or approved by a state or local
      environmental regulatory authority having jurisdiction regarding the
      transportation of such substance and treated or disposed of only by
      treatment or disposal facilities maintaining valid permits as required
      under all applicable Environmental Laws, which transporters and
      facilities have been and are, to the best of the Borrower’s or the
      Trust’s knowledge, operating in compliance with such permits and
      applicable Environmental Laws.
    

    

    

    
      
        

        

      

      
        
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      (d)                          None of the Borrower, the Guarantors, their
      respective Subsidiaries, or the Real Estate is subject to any applicable
      Environmental Law requiring the performance of Hazardous Substances site
      assessments, or the removal or remediation of Hazardous Substances, or
      the giving of notice to any governmental agency or the recording or
      delivery to other Persons of an environmental disclosure document or
      statement (i) by virtue of the transactions set forth herein and
      contemplated hereby, or (ii) as a condition to the recording of the
      Security Deeds or to the effectiveness of any other transactions
      contemplated hereby.
    

    
      (e)                          As of the date hereof, the Environmental
      Insurance Policy is in full force and effect, and Borrower has performed
      all of its obligations thereunder to prevent the termination
      thereof.  As of the date hereof, “Total all Losses” within the meaning
      of the Environmental Insurance Policy, claimed by Borrower is not in
      excess of $500,000.00.
    

    
      §6.19.                 Subsidiaries
      and Unconsolidated Affiliates.  Schedule 6.19
      sets forth all of the Subsidiaries and Unconsolidated Affiliates of the
      Borrower and the Trust.  The form and jurisdiction of organization of
      each of the Subsidiaries and Unconsolidated Affiliates, and the
      Borrower’s and the Trust’s ownership interest therein, is set forth in
      said Schedule 6.19.
    

    
      §6.20.                 Loan
      Documents.  All of the representations and warranties made by or
      on behalf of the Borrower, the Guarantors, and their respective
      Subsidiaries in this Agreement and the other Loan Documents or any
      document or instrument delivered to the Agent or the Banks pursuant to
      or in connection with any of such Loan Documents are true and correct in
      all material respects, and neither the Borrower, the Guarantors nor any
      of their respective Subsidiaries has failed to disclose such information
      as is necessary to make such representations and warranties not
      misleading.
    

    
      §6.21.                 Mortgaged
      Property.  The Borrower and the Trust each makes and shall cause
      each Subsidiary Guarantor to make, the following representations and
      warranties concerning each Mortgaged Property:
    

    
      (a)                          Off-Site
      Utilities.  All water, sewer, electric, gas, telephone and other
      utilities necessary for the use and operation of the Mortgaged Property
      are installed to the property lines of the Mortgaged Property through
      dedicated public rights of way or through perpetual private easements
      approved by the Agent with respect to which the applicable Security Deed
      creates a valid and enforceable first lien.
    

    

    

    
      
        

        

      

      
        
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      (b)                          Access,
      Etc.  The streets abutting the Mortgaged Property are dedicated and
      accepted public roads, to which the Mortgaged Property has direct access
      by trucks and other motor vehicles and by foot, or are perpetual private
      ways (with direct access by trucks and other motor vehicles and by foot
      to public roads) to which the Mortgaged Property has direct access
      approved by the Agent and with respect to which the applicable Security
      Deed creates a valid and enforceable first lien.  All private ways
      providing access to the Mortgaged Property are zoned in a manner which
      will permit access to the Building over such ways by trucks and other
      commercial and industrial vehicles, as appropriate and applicable.
    

    
      (c)                          Independent
      Building.  The Building is fully independent in all respects
      including, without limitation, in respect of structural integrity,
      heating, ventilating and air conditioning, plumbing, mechanical and
      other operating and mechanical systems, and electrical, sanitation and
      water systems, all of which are connected directly to off-site utilities
      located in public streets or ways or through insured perpetual private
      easements approved by the Agent.  The Mortgaged Property is separately
      assessed for purposes of real estate tax assessment and payment.  The
      Building and all paved or landscaped areas related to or used in
      connection with the Building are located wholly within the perimeter
      lines of the lot or lots on which the Mortgaged Property is located,
      except as may be specifically shown on the Survey for such Mortgaged
      Property.
    

    
      (d)                          Condition
      of Building; No Asbestos.  The Building is, in all material
      respects, structurally sound, in good repair and free of defects in
      materials and workmanship.  All major building systems located within
      the Building, including without limitation heating, ventilating and air
      conditioning, electrical, sprinkler, plumbing or other mechanical
      systems, are in good working order and condition.  Except as set forth
      in the Phase I environmental site assessments delivered by the Borrower
      to the Agent, no asbestos is located in or on the Building, except for
      nonfriable asbestos or contained friable asbestos which is being
      monitored and/or remediated in accordance with the recommendations of an
      Environmental Engineer.
    

    
      (e)                          Building
      Compliance with Law.  The Building as presently constructed, used,
      occupied and operated does not, in any material respect, violate any
      applicable federal or state law or governmental regulation or any local
      ordinance, order or regulation, including but not limited to laws,
      regulations, or ordinances relating to zoning, building use and
      occupancy, subdivision control, fire protection, health, sanitation,
      safety, handicapped access, historic preservation and protection,
      tidelands, wetlands, flood control and Environmental Laws.  The Building
      complies, in all material respects, with applicable zoning laws and
      regulations and is not a so-called non-conforming use.  The zoning laws
      permit use of the Building for its current use.  There is such number of
      parking spaces on the lot or lots on which the Mortgaged Property is
      located as is adequate under the zoning laws and regulations to permit
      use of the Building for its current use.  Each Mortgaged Property
      constitutes a separate parcel which has been properly subdivided in
      accordance with all applicable state and local laws, regulations and
      ordinances to the extent required thereby or is part of PUD zoning, and
      neither the execution and delivery of the Security Deeds nor the
      exercise of any remedies thereunder by the Agent shall violate any such
      law or regulation relating to the subdivision of real property.
    

    
      (f)                          No
      Required Mortgaged Property Consents, Permits, Etc.  Neither the
      Borrower nor any Guarantor has received any notice of, and has no
      knowledge of, any approvals, consents, licenses, permits, utility
      installations and connections (including, without limitation, drainage
      facilities), curb cuts and street openings, required by applicable laws,
      rules, ordinances or regulations or any agreement affecting the
      Mortgaged Property for the maintenance, operation, servicing and use of
      the Mortgaged Property or the Building for its current use which have
      not been granted, effected, or performed and completed (as the case may
      be), or any fees or charges therefor which have not been fully paid, or
      which are no longer in full force and effect.  No such approvals,
      consents, permits or licenses (including, without limitation, any
      railway siding agreements) will terminate, or become void or voidable or
      terminable on any foreclosure sale of the Mortgaged Property pursuant to
      the Security Deed.  To the best knowledge of the Borrower and the
      Guarantors, there are no outstanding notices, suits, orders, decrees or
      judgments relating to zoning, building use and occupancy, fire, health,
      sanitation or other violations affecting, against, or with respect to,
      the Mortgaged Property or any part thereof.
    

    

    

    
      
        

        

      

      
        
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      (g)                          Insurance.  Neither
      the Borrower nor any Guarantor has received any outstanding notice from
      any insurer or its agent requiring performance of any work with respect
      to the Mortgaged Property or canceling or threatening to cancel any
      policy of insurance, and the Mortgaged Property complies with the
      requirements of all of the Borrower’s and the Guarantors’ insurance
      carriers.
    

    
      (h)                          Real
      Property Taxes; Special Assessments.  There are no unpaid or
      outstanding real estate or other taxes or assessments on or against the
      Mortgaged Property or any part thereof which are payable by the Borrower
      or the Guarantors (except only real estate or other taxes or
      assessments, that are not yet due and payable).  No abatement
      proceedings are pending with reference to any real estate taxes assessed
      against the Mortgaged Property, other than with respect to taxes which
      have been paid under protest and which are being contested in good
      faith.  Except as set forth in the Title Policies delivered to the
      Agent, there are no betterment assessments or other special assessments
      presently pending with respect to any portion of the Mortgaged Property,
      and neither the Borrower nor the Guarantors have received any notice of
      any such special assessment being contemplated.
    

    
      (i)                          Historic
      Status.  The Building is not a historic structure or landmark and
      neither the Building or the Mortgaged Property is located within any
      historic district pursuant to any federal, state or local law or
      governmental regulation.
    

    
      (j)                          Eminent
      Domain; Casualty.  There are no pending eminent domain proceedings
      against the Mortgaged Property or any part thereof, and, to the
      knowledge of the Borrower and the Guarantors, no such proceedings are
      presently threatened or contemplated by any taking authority.  Neither
      the Mortgaged Property, the Building nor any part thereof is now damaged
      or injured as a result of any fire, explosion, accident, flood or other
      casualty.
    

    
      (k)                          Leases.  The
      Borrower has delivered to the Agent (i) true copies of the forms of the
      Leases used by the Borrower at the Mortgaged Properties as of the date
      hereof and (ii) true, correct and complete copies of the Leases and any
      amendments or other agreements thereto relating to the Mortgaged
      Properties as of the date of inclusion of the Mortgaged Property in the
      Collateral.  An accurate and complete Rent Roll and summary thereof in a
      form reasonably satisfactory to the Agent as of the date of inclusion of
      the Mortgaged Property in the Collateral with respect to all Leases of
      any portion of the Mortgaged Property has been provided to the
      Agent.  The Leases reflected on such Rent Roll constitute as of the date
      thereof the sole agreements and understandings relating to leasing or
      licensing of space at the Mortgaged Property and in the Building
      relating thereto.  Each of the Leases was entered into as the result of
      arms-length negotiation and has not been modified, changed, altered,
      assigned, supplemented or amended in any respect, except as set forth in
      a separate written certification delivered to Agent prior to the
      acceptance of such Mortgaged Property as Collateral, and no tenant is
      entitled to any free rent, partial rent, rebate of rent payments,
      credit, reduction or alternate rent, offset or deduction in rent,
      including, without limitation, lease support payments, lease buy-outs or
      reduced or altered rent as a result of the operation of any co-tenancy
      or similar clause, except as set forth in a separate written
      certification delivered to Agent prior to the acceptance of such
      Mortgaged Property as Collateral.  There are no occupancies, rights,
      privileges or licenses in or to the Mortgaged Property or portion
      thereof other than pursuant to the Leases reflected in Rent Rolls
      previously furnished to the Agent for the Mortgaged Property.  Except as
      set forth in a separate written certification delivered to Agent prior
      to the acceptance of such Mortgaged Property as Collateral, (a) the
      Leases reflected in the Rent Roll are in full force and effect in
      accordance with their respective terms, without any payment default or
      any other material default thereunder, nor are there any defenses,
      counterclaims, offsets, concessions or rebates available to any tenant
      thereunder, and neither the Borrower, the Guarantors nor any of their
      respective Subsidiaries has given or made any notice of any payment or
      other material default, or any claim, which remains uncured or
      unsatisfied, with respect to any of the Leases, and (b) no tenant under
      any Lease has a currently effective right to terminate its Lease as a
      result of the operation of any co-tenancy or similar clause.  The
      separate written certification delivered to Agent prior to the
      acceptance of such Mortgaged Property as Collateral accurately and
      completely sets forth all rents payable by and security, if any,
      deposited by tenants, no tenant having paid more than one month’s rent
      in advance.  All tenant improvements or work to be done for tenants on
      the Rent Roll, furnished or paid for by the Borrower, the Guarantors or
      any of their respective Subsidiaries, or credited or allowed to a
      tenant, for, or in connection with, the Building pursuant to any Lease
      has been completed and paid for or provided for in a manner satisfactory
      to the Agent except as set forth in the separate written certification
      delivered to Agent prior to the acceptance of such Mortgaged Property as
      Collateral.  No material leasing, brokerage or like commissions, fees or
      payments are due from the Borrower,  the Guarantors or any of their
      respective Subsidiaries in respect of the Leases except as set forth in
      the separate written certification delivered to Agent prior to the
      acceptance of such Mortgaged Property as Collateral.
    

    

    

    
      
        

        

      

      
        
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      (l)                          Service
      Agreements; Management Agreements.  Except as listed on Schedule 6.21,
      there are no material Service Agreements relating to the operation and
      maintenance of the Building, the Mortgaged Property, or any portion
      thereof that are not cancelable at any time or upon thirty (30) days’
      written notice.  The Borrower has no Management Agreements for the
      Mortgaged Properties except the Management Agreements described on Schedule 6.21
      hereto.  To the best knowledge of the Borrower, there are no material
      claims or any bases for material claims in respect of the Mortgaged
      Property or its operation by any party to any Service Agreement or
      Management Agreement.
    

    
      (m)                          Other
      Material Real Property Agreements: No Options.  There are no
      material agreements pertaining to the Mortgaged Property, any Building
      thereon or the operation or maintenance of either thereof other than as
      described in this Agreement (including the Schedules hereto), the Title
      Policies or otherwise disclosed in writing to the Agent and the Banks by
      the Borrower; and except as disclosed in Schedule 6.21
      hereto no Person has any right or option to acquire the Mortgaged
      Property or any Building thereon or any portion thereof or interest
      therein.
    

    

    

    
      
        

        

      

      
        
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      §6.22.                 Brokers.  None
      of the Borrower, the Guarantors or any of their respective Subsidiaries
      has engaged or otherwise dealt with any broker, finder or similar entity
      in connection with this Agreement or the Loans contemplated hereunder.
    

    
      §6.23.                 Other
      Debt.  None of the Borrower, the Guarantors or any of their
      respective Subsidiaries is in default of the payment of any Indebtedness
      or any other agreement, mortgage, deed of trust, security agreement,
      financing agreement, indenture or lease to which any of them is a
      party.  Neither the Borrower nor any Guarantor is a party to or bound by
      any agreement, instrument or indenture that may require the
      subordination in right or time or payment of any of the Obligations to
      any other indebtedness or obligation of the Borrower or such
      Guarantor.  The Borrower, the Guarantor has provided to the Agent a
      schedule, and upon the request of the Agent will provide copies, of all
      agreements, mortgages, deeds of trust, financing agreements or other
      material agreements binding upon the Borrower, the Guarantors or their
      respective properties and entered into by the Borrower or any Guarantor
      as of the date of this Agreement with respect to any Indebtedness of the
      Borrower or any Guarantor.
    

    
      §6.24.                 Solvency.  As
      of the Closing Date and after giving effect to the transactions
      contemplated by this Agreement and the other Loan Documents, including
      all Loans made or to be made hereunder, neither the Borrower, the
      Guarantors nor any of their Subsidiaries is insolvent on a balance sheet
      basis such that the sum of such Person’s assets exceeds the sum of such
      Person’s liabilities, such Person is able to pay its debts as they
      become due, and such Person has sufficient capital to carry on its
      business.
    

    
      §6.25.                 Contribution
      Agreement.  Borrower has delivered to the Agent a true, correct
      and complete copy of the Contribution Agreement.  The Contribution
      Agreement is in full force and effect in accordance with its terms,
      there are no material claims resulting from non-performance of the terms
      thereof or otherwise or any basis for a material claim by any party to
      the Contribution Agreement, nor has there been any waiver of any
      material terms thereunder.
    

    
      §6.26.                 No
      Fraudulent Intent.  Neither the execution and delivery of this
      Agreement or any of the other Loan Documents nor the performance of any
      actions required hereunder or thereunder is being undertaken by the
      Borrower, any Guarantor or any of their respective Subsidiaries with or
      as a result of any actual intent by any of such Persons to hinder, delay
      or defraud any entity to which any of such Persons is now or will
      hereafter become indebted.
    

    
      §6.27.                 Transaction
      in Best Interests of Borrower; Consideration.  The transaction
      evidenced by this Agreement and the other Loan Documents is in the best
      interests of the Borrower, the Guarantors, each of their respective
      Subsidiaries and the creditors of such Persons.  The direct and indirect
      benefits to inure to the Borrower, the Guarantors and each of their
      respective Subsidiaries  pursuant to this Agreement and the other Loan
      Documents constitute substantially more than “reasonably equivalent
      value” (as such term is used in Section 548 of the Bankruptcy Code) and
      “valuable consideration,” “fair value,” and “fair consideration,” (as
      such terms are used in any applicable state fraudulent conveyance law),
      in exchange for the benefits to be provided by the Borrower, the
      Guarantors and each of their respective Subsidiaries pursuant to this
      Agreement and the other Loan Documents, and but for the willingness of
      the Guarantors to guaranty the Loan, Borrower would be unable to obtain
      the financing contemplated hereunder which financing will enable the
      Borrower and its Subsidiaries to have available financing to refinance
      existing indebtedness and to conduct and expand their business.
    

    

    

    
      
        

        

      

      
        
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      §6.28.                 Partners
      and the Trust.  The Trust is the sole general partner of the
      Borrower and owns a 1% general partnership interest and as of the
      Closing Date not less than a 90% limited partnership interest in the
      Borrower.  The Trust owns no assets other than its interest in the
      Borrower as a general partner and limited partner, cash, Short-term
      Investments and the property described in Schedule 6.29 hereto.
    

    
      §6.29.                 Tax
      Indemnity Agreement.  The Tax Indemnity Agreement has not been
      voluntarily terminated by Borrower or the Trust and there has been no
      waiver of any material terms thereunder by Borrower or the Trust.
    

    
      §6.30.                 Embargoed
      Persons.  None of the Borrower, the Guarantors or their
      respective Subsidiaries, are (and none of the Borrower, the Guarantors
      or their respective Subsidiaries will be) a Person named on OFAC’s
      Specially Designated and Blocked Persons list) or under any statute,
      executive order (including the September 24, 2001 Executive Order
      Blocking Property and Prohibiting Transactions With Persons Who Commit,
      Threaten to Commit, or Support Terrorism), or other governmental action
      and is not and shall not engage in any dealings or transactions or
      otherwise be associated with such persons.  In addition, Borrower hereby
      agrees to provide to the Banks any additional information that a Bank
      deems reasonably necessary from time to time in order to ensure
      compliance with all applicable laws concerning money laundering and
      similar activities.
    

    
      §6.31.                 Mortgaged
      Properties.  As of the Closing Date, Schedule 6.31
      is a correct and complete list of all Mortgaged Properties.  Each of the
      Mortgaged Properties included by the Borrower in calculation of the
      compliance of the covenants set forth in §9 satisfies all of the
      requirements contained in this Agreement and the other Loan Documents
      for the same to be included therein.
    

    
      §7.      AFFIRMATIVE COVENANTS
      OF THE TRUST AND THE BORROWER.
    

    
      The Trust (to the extent hereinafter provided) and the Borrower covenant
      and agree that, so long as any Loan, Letter of Credit or Note is
      outstanding or any Bank has any obligation to make any Loans or to issue
      any Letter of Credit:
    

    
      §7.1.                  Punctual
      Payment.  The Borrower will duly and punctually pay or cause to
      be paid the principal and interest on the Loans and all interest and
      fees provided for in this Agreement, all in accordance with the terms of
      this Agreement and the Notes as well as all other sums owing pursuant to
      the Loan Documents.
    

    
      §7.2.                  Maintenance
      of Office.  The Borrower will maintain its chief executive
      office at 31500 Northwestern Highway, Suite 300, Farmington Hills,
      Michigan, 48334, or at such other place in the United States of America
      as the Borrower shall designate upon prior written notice to the Agent
      and the Banks, where notices, presentations and demands to or upon the
      Borrower in respect of the Loan Documents may be given or made.
    

    

    

    
      
        

        

      

      
        
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      §7.3.                  Records
      and Accounts.  The Borrower and the Trust will (a) keep, and
      cause each of their respective Subsidiaries to keep, true and accurate
      records and books of account in which full, true and correct entries
      will be made in accordance with GAAP and (b) maintain adequate accounts
      and reserves for all taxes (including income taxes), depreciation and
      amortization of its properties and the properties of their respective
      Subsidiaries, contingencies and other reserves.  Neither the Borrower
      nor the Guarantors nor any of their respective Subsidiaries shall,
      without the prior written consent of the Majority Banks, (x) make any
      material changes to the accounting principles used by such Person in
      preparing the financial statements and other information described in
      §6.4 except as required by GAAP or (y) change its fiscal year.
    

    
      §7.4.                  Financial
      Statements, Certificates and Information.  The Borrower and the
      Trust will deliver or cause to be delivered to each of the Banks:
    

    
      (a)                          as soon as practicable, but in any event
      not later than one hundred (100) days after the end of each fiscal year
      of the Trust, the audited Consolidated balance sheet of the Trust and
      its Subsidiaries at the end of such year, and the related audited
      Consolidated statements of income, changes in shareholder’s equity and
      cash flows for such year, each setting forth in comparative form the
      figures for the previous fiscal year and all such statements to be in
      reasonable detail, prepared in accordance with GAAP, and accompanied by
      an auditor’s report prepared without qualification by Grant Thornton
      LLP, or by another nationally recognized accounting firm, the Form 10-K
      of the Trust filed with the SEC (unless the SEC has approved an
      extension, in which event the Trust will deliver to the Agent and each
      of the Banks a copy of the Form 10-K simultaneously with delivery to the
      SEC), and any other information the Banks may need to complete a
      financial analysis of the Trust and its Subsidiaries;
    

    
      (b)                          as soon as practicable, but in any event
      not later than fifty-five (55) days after the end of each of the first
      three (3) fiscal quarters of the Borrower and the Trust, respectively,
      copies of the unaudited Consolidated balance sheet of the Borrower and
      its Subsidiaries and the Trust and its Subsidiaries, respectively, as at
      the end of such quarter, and the related unaudited Consolidated
      statements of income, changes in shareholder’s equity and cash flows for
      the portion of the Borrower’s and the Trust’s, respectively, fiscal year
      then elapsed, all in reasonable detail and prepared in accordance with
      GAAP (which, as to the Trust, may be provided by inclusion in the Form
      10-Q of the Trust for such period provided pursuant to subsection (c)
      below), together with a certification by the principal financial or
      accounting officer of the Borrower and the Trust, respectively, that the
      information contained in such financial statements fairly presents the
      financial position of such Person and its Subsidiaries on the date
      thereof (subject to year-end adjustments); provided, however,
      that unless otherwise requested by the Agent or the Majority Banks, the
      Borrower shall not be required to deliver the balance sheets, statements
      or other matters required by this §7.4(b) to the extent the same are
      incorporated in the balance sheets, statements and other matters
      delivered to the Banks by the Trust;
    

    
      (c)                          as soon as practicable, but in any event
      not later than fifty-five (55) days after the end of each of the first
      three (3) fiscal quarters of the Trust in each year, copies of Form 10-Q
      filed with the SEC (unless the SEC has approved an extension in which
      event the Trust will deliver such copies of the Form 10-Q to the Agent
      and each of the Banks simultaneously with delivery to the SEC);
    

    

    

    
      
        

        

      

      
        
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      (d)                          as soon as practicable, but in any event
      not later than fifty-five (55) days after the end of the first three (3)
      fiscal quarters of the Borrower, copies of a Consolidated statement of
      Operating Cash Flow for such fiscal quarter for the Borrower and its
      Subsidiaries and a statement of Operating Cash Flow for such fiscal
      quarter for the Borrower and the Mortgaged Properties, prepared on a
      basis consistent with the statement furnished pursuant to §6.4 together
      with a certification by the chief financial or chief accounting officer
      of the general partner of the Borrower, that the information contained
      in such statement fairly presents the Operating Cash Flow of the
      Borrower and its Subsidiaries and the Mortgaged Properties for such
      period;
    

    
      (e)                          simultaneously with the delivery of the
      financial statements referred to in subsections (a) and (b) above, a
      statement (a “Compliance Certificate”) certified by the principal
      financial or accounting officer of Trust and of the general partner of
      the Borrower in the form of Exhibit I hereto (or in such
      other form as the Agent may approve from time to time) setting forth in
      reasonable detail computations evidencing compliance with the covenants
      contained in §9 and the other covenants described therein, and (if
      applicable) reconciliations to reflect changes in GAAP since the Balance
      Sheet Date.  With each Compliance Certificate, the Borrower shall also
      deliver a certificate (a “Borrowing Base Property Certificate”) executed
      by the chief financial officer of the general partner of the Borrower
      that (i) lists each of the Mortgaged Properties, and certifies that all
      Mortgaged Properties so listed fully qualify as such under the
      applicable criteria in this Agreement, lists any additions or removals
      of Mortgaged Properties during such accounting period, as appropriate,
      and includes such information as Agent may reasonably require to
      determine the economic and physical occupancy of said Mortgaged
      Properties and the aggregate Borrowing Base Availability and the
      Operating Cash Flow from such Mortgaged Properties during such period,
      and (ii) lists each New Development Activity and New Redevelopment
      Activities.
    

    
      (f)                          contemporaneously with the filing or
      mailing thereof, copies of all material of a financial nature filed with
      the SEC or sent to the stockholders of the Trust or the partners of the
      Borrower;
    

    
      (g)                          as soon as practicable but in any event not
      later than fifty five (55) days after the end of each of the first three
      (3) fiscal quarters of the Borrower, an updated Rent Roll for each
      Mortgaged Property and operating statements and, to the extent available
      to Borrower or its Subsidiaries, tenant sales reports with respect to
      the Mortgaged Properties with respect to such fiscal quarter, such
      statements and reports to be in form reasonably satisfactory to the
      Agent;
    

    
      (h)                          as soon as practicable but in any event not
      later than one hundred (100) days after the end of the fourth fiscal
      quarter of the Borrower, an updated Rent Roll for each Mortgaged
      Property and rolling four (4) quarter operating statements and, to the
      extent available to Borrower or its Subsidiaries, tenant sales reports
      with respect to the Mortgaged Properties, such statements and reports to
      be in form reasonably satisfactory to the Agent, together with copies of
      any Leases entered into with respect to a Mortgaged Property not
      otherwise required to be delivered to Agent pursuant to §7.21;
    

    

    

    
      
        

        

      

      
        
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      (i)                          evidence that all real estate taxes and
      other assessments relating to the Mortgaged Property have been timely
      paid, except for those being contested as provided in §7.8;
    

    
      (j)                          [Intentionally omitted];
    

    
      (k)                          promptly after they are filed with the
      Internal Revenue Service, copies of all annual federal income tax
      returns and amendments thereto of the Borrower and the Trust;
    

    
      (l)                          simultaneously with the delivery of the
      financial statements referred to in subsections (a) and (b) above, each
      of the following with respect to each acquisition of an interest in a
      Subsidiary: (i) the name and structure of the Subsidiary, (ii) a
      description of the property owned by such Subsidiary, and (iii) such
      other information as the Agent may reasonably request;
    

    
      (m)                          simultaneously with the delivery of the
      financial statement referred to in subsection (a) above, a statement
      (i) listing the Real Estate owned by the Borrower, the Guarantors or
      their respective Subsidiaries and Unconsolidated Affiliates (or in which
      the Borrower, the Guarantors or their respective Subsidiaries owns an
      interest) and stating the location thereof, the date acquired and the
      acquisition cost, (ii) listing the Indebtedness of the Borrower, the
      Guarantors or their respective Subsidiaries and Unconsolidated
      Affiliates (excluding Indebtedness of the type described in
      §8.1(b)-(e)), which statement shall include, without limitation, a
      statement of the original principal amount of such Indebtedness and the
      current amount outstanding, the holder thereof, the maturity date and
      any extension options, the interest rate, the collateral provided for
      such Indebtedness and whether such Indebtedness is recourse or
      non-recourse, and (iii) listing the properties of the Borrower, the
      Guarantors or their respective Subsidiaries or Unconsolidated Affiliates
      which are under “development” (as used in §8.9) and providing a brief
      summary of the status of such development;
    

    
      (n)                          not later than thirty (30) days prior to
      the end of each fiscal year of the Borrower a budget and business plan
      for the next fiscal year and a budget for each Mortgaged Property;
    

    
      (o)                          as soon as practicable, but in any event
      not later than one hundred (100) days after the end of each fiscal year
      of the Borrower, the unaudited Consolidated balance sheet of the
      Borrower and its Subsidiaries at the end of such year, and the related
      unaudited consolidated statements of income, changes in shareholder’s
      equity and cash flows for such year, each setting forth in comparative
      form the figures for the previous fiscal year and all such statements to
      be in reasonable detail, prepared in accordance with GAAP, and
      accompanied by a certification by the principal financial or accounting
      officer of the Borrower that the information contained in such financial
      statements fairly presents the financial position of the Borrower and
      its Subsidiaries on the date thereof (provided, however, the Borrower
      shall not be required to provide such statements in the event that such
      statements would be substantially similar to the consolidated statements
      provided by the Trust); and
    

    

    

    
      
        

        

      

      
        
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      (p)                          from time to time such other financial data
      and information in the possession of the Borrower, the Guarantors or
      their respective Subsidiaries (including without limitation auditors’
      management letters, property inspection and environmental reports and
      other legal and regulatory changes affecting the Borrower or the
      Guarantors) as the Agent may reasonably request.
    

    
      Any material to be delivered pursuant to this §7.4 may be delivered
      electronically directly to Agent and the Banks provided that such
      material is in a format reasonably acceptable to Agent, and such
      material shall be deemed to have been delivered to Agent and the Banks
      upon Agent’s receipt thereof.  Upon the request of Agent, Borrower and
      the Trust shall deliver paper copies thereof to Agent and the
      Banks.  Borrower and the Trust authorize Agent and Arranger to
      disseminate any such materials through the use of Intralinks, SyndTrak
      or any other electronic information dissemination system, and the
      Borrower and the Trust release Agent and the Banks from any liability in
      connection therewith.
    

    
      §7.5.                  Notices.
    

    
      (a)                          Defaults.  The
      Borrower will promptly notify the Agent in writing of the occurrence of
      any Default or Event of Default.  If any Person shall give any notice or
      take any other action in respect of a claimed default (whether or not
      constituting an Event of Default) under this Agreement or under any
      note, evidence of indebtedness, indenture or other obligation to which
      or with respect to which the Borrower, the Guarantors or any of their
      respective Subsidiaries is a party or obligor, whether as principal or
      surety, and such default would permit the holder of such note or
      obligation or other evidence of indebtedness to accelerate the maturity
      thereof, which acceleration would either cause a Default or Event of
      Default or would have a material adverse effect on the Borrower or any
      Guarantor or any of their respective Subsidiaries, the Borrower shall
      forthwith give written notice thereof to the Agent and each of the
      Banks, describing the notice or action and the nature of the claimed
      default.
    

    
      (b)                          Environmental
      Events.  The Borrower will promptly give notice to the Agent
      (i) upon the Borrower obtaining knowledge of any potential or known
      Release of any Hazardous Substances at or from any Real Estate; (ii) of
      any violation of any Environmental Law that the Borrower, the Guarantors
      or any of their respective Subsidiaries reports in writing or is
      reportable by such Person in writing (or for which any written report
      supplemental to any oral report is made) to any federal, state or local
      environmental agency and (iii) upon becoming aware thereof, of any
      inquiry, proceeding, investigation, or other action, including a notice
      from any agency of potential environmental liability, of any federal,
      state or local environmental agency or board, that in either case
      involves any Real Estate or has the potential to materially affect the
      assets, liabilities, financial conditions or operations of the Borrower,
      any Guarantor or any Subsidiary or the Agent’s liens on the Collateral
      pursuant to the Security Documents.
    

    
      (c)                          Notification
      of Claims Against Collateral.  The Borrower will, promptly upon
      becoming aware thereof, notify the Agent in writing of any setoff,
      claims (including, with respect to any Mortgaged Property, environmental
      claims), withholdings or other defenses to which any of the Collateral,
      or the rights of the Agent or the Banks with respect to the Collateral,
      are subject.  This §7.5 shall not require Borrower to deliver to Agent
      notices received from tenants; provided that the foregoing shall not
      relieve Borrower of any obligation to do so contained elsewhere in the
      Loan Documents.
    

    

    

    
      
        

        

      

      
        
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      (d)                          Notice
      of Litigation and Judgments.  The Borrower will give notice to the
      Agent in writing within fifteen (15) days of becoming aware of any
      litigation or proceedings threatened in writing or any pending
      litigation and proceedings affecting the Borrower, the Guarantors or any
      of their respective Subsidiaries or to which the Borrower, the
      Guarantors or any of their respective Subsidiaries is or is to become a
      party involving an uninsured claim against the Borrower, the Guarantors
      or any of their respective Subsidiaries that could reasonably be
      expected to have a materially adverse effect on the Borrower or any
      Guarantor or any of their respective Subsidiaries and stating the nature
      and status of such litigation or proceedings.  The Borrower will give
      notice to the Agent, in writing, in form and detail satisfactory to the
      Agent and each of the Banks, within ten (10) days of any judgment not
      covered by insurance, whether final or otherwise, against the Borrower,
      any Guarantor or any of their respective Subsidiaries in an amount in
      excess of $10,000,000.
    

    
      (e)                          Notification
      of Banks.  Promptly after receiving any notice under this §7.5, the
      Agent will forward a copy thereof to each of the Banks, together with
      copies of any  certificates or other written information that
      accompanied such notice.
    

    
      §7.6.                  Existence;
      Maintenance of Properties.
    

    
      (a)                          The Borrower will do or cause to be done
      all things necessary to preserve and keep in full force and effect its
      existence as a Delaware limited partnership.  The Trust will do or cause
      to be done all things necessary to preserve and keep in full force and
      effect its existence as a Maryland real estate investment trust.  The
      Borrower and the Trust will cause each of their respective Subsidiaries
      to do or cause to be done all things necessary to preserve and keep in
      full force and effect its legal existence.  The Borrower and the
      Guarantors will do or cause to be done all things necessary to preserve
      and keep in full force all of their respective rights and franchises and
      those of their Subsidiaries.  The Borrower and the Trust will, and will
      cause each of their respective Subsidiaries to, continue to engage
      primarily in the businesses now conducted by it and in related
      businesses.
    

    
      (b)                          The Borrower and the Trust (i) will cause
      all of their properties and those of their respective Subsidiaries used
      or useful in the conduct of its business or the business of its
      Subsidiaries to be maintained and kept in good condition, repair and
      working order (ordinary wear and tear excepted) and supplied with all
      necessary equipment, and (ii) will cause to be made all necessary
      repairs, renewals, replacements, betterments and improvements thereof in
      all cases in which the failure so to do the foregoing pursuant to clause
      (i) or (ii) would have a material adverse effect on the condition of the
      applicable Mortgaged Property or on the financial condition, assets or
      operations of the Borrower, any Guarantor and their respective
      Subsidiaries.
    

    
      (c)                          The common stock of the Trust shall at all
      times be listed for trading and be traded on the New York Stock Exchange.
    

    
      §7.7.                  Insurance.  
    

    

    

    
      
        

        

      

      
        
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      (a)                          The Borrower and each Subsidiary Guarantor
      that owns a Mortgaged Property will, at its expense, procure and
      maintain for the benefit of the Borrower, each such Subsidiary Guarantor
      and the Agent, insurance policies issued by such insurance companies, in
      such amounts, in such form and substance, and with such coverages,
      endorsements, deductibles and expiration dates as are acceptable to the
      Agent, providing the following types of insurance covering each
      Mortgaged Property:
    

    
      (i)                                    Property insurance (written on a
      “special form” or “all risks” basis and including coverage for loss due
      to flood, earthquake and earth movement, acts of terrorism, and
      equipment or system breakdown applicable to any heating boilers, HVAC
      systems, elevators, escalators, and electronic or electrical systems
      that service the buildings, also referred to as comprehensive boiler and
      machinery coverage), on each Building and the contents therein of the
      Borrower and its Subsidiaries in an amount of not less than one hundred
      percent (100%) of their respective full replacement cost values or such
      other amount as the Agent may approve, with deductibles not to exceed
      $25,000.00 for any one occurrence, on a replacement cost basis with an
      agreed value endorsement waiving any coinsurance, and, if requested by
      the Agent, “ordinance and law” coverage for demolition expense, loss of
      value of the undamaged portion of the building, and increased costs of
      compliance with construction codes in such amounts as the Agent may
      require.  Full replacement cost as used herein means the cost of
      replacing the Building (exclusive of the cost of excavations,
      foundations and footings below the lowest basement floor) and the
      contents therein of the Borrower and its Subsidiaries without deduction
      for physical depreciation thereof;
    

    
      (ii)                                   During the course of construction
      or repair of any Building, the insurance required by clause (i) above
      shall be written on a builders risk, completed value, non-reporting
      form, meeting all of the terms required by clause (i) above, covering
      the total value of work performed, materials, equipment, machinery and
      supplies furnished, existing structures, and temporary structures being
      erected on or near the Mortgaged Property, including coverage against
      collapse and damage during transit or while being stored off-site, and
      containing a soft costs (including loss of rents) coverage endorsement
      and a permission to occupy endorsement;
    

    
      (iii)                                  Flood insurance if at any time
      any Building is located in any federally designated “special hazard
      area” (including any area having special flood, mudslide and/or
      flood-related erosion hazards, and shown on a Flood Hazard Boundary Map
      or a Flood Insurance Rate Map published by the Federal Emergency
      Management Agency as Zone A, AO, Al-30, AE, A99, AH, VO, V1-30, VE, V, M
      or E) and the broad form flood coverage required by clause (i) above is
      not available, in an amount equal to the full replacement cost or the
      maximum amount then available under the National Flood Insurance Program;
    

    
      (iv)                                   Rent loss insurance in an amount
      sufficient to recover at least the total estimated gross receipts from
      all sources of income, including without limitation, rental income, for
      the Mortgaged Property for a twelve (12) month period less
      non-continuing expenses;
    

    
      (v)                                    Commercial general liability
      insurance against claims for personal injury (to include, without
      limitation, bodily injury and personal and advertising injury) and
      property damage liability, all on an occurrence basis, if commercially
      available, with such coverages as the Agent may reasonably request
      (including, without limitation, contractual liability coverage,
      completed operations coverage for a period of two (2) years following
      completion of construction of any improvements on the Mortgaged Property
      and coverages equivalent to an ISO broad form endorsement), with a
      general aggregate limit of not less than $2,000,000.00, a completed
      operations aggregate limit of not less than $1,000,000.00, and a
      combined single “per occurrence” limit of not less than $1,000,000.00
      for bodily injury, property damage and medical payments;
    

    

    

    
      
        

        

      

      
        
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      (vi)                                   During the course of construction
      or repair of any improvements on the Mortgaged Property, the general
      contractor selected to oversee such improvements shall provide
      commercial general liability insurance (including completed operations
      coverage) naming Borrower as an additional insured, or in lieu thereof,
      may provide for such coverage by way of an owner’s contingent or
      protective liability insurance covering claims not covered by or under
      the terms or provisions of the insurance required by clause (v) above;
    

    
      (vii)                                  Employer’s liability insurance
      with respect to the Borrower’s employees;
    

    
      (viii)                                 Umbrella liability insurance with
      limits of not less than $50,000,000.00 to be in excess of the limits of
      the insurance required by clauses (v) and (vii) above, with coverage at
      least as broad as the primary coverages of the insurance required by
      clauses (v) and (vii) above, with any excess liability insurance to be
      at least as broad as the coverages of the lead umbrella policy.  All
      such policies shall be endorsed to provide defense coverage obligations;
    

    
      (ix)                                   Workers’ compensation insurance
      for all employees of the Borrower or its Subsidiaries engaged on or with
      respect to the Mortgaged Property with limits as required by applicable
      law; and
    

    
      (x)                                    Such other commercially
      reasonable insurance in such form and in such amounts as may from time
      to time be reasonably required by the Agent against other insurable
      hazards and casualties which at the time are commonly insured against in
      the case of properties of similar character and location to the
      Mortgaged Property.
    

    
      The Borrower shall pay all premiums on insurance policies.  The
      insurance policies with respect to all Mortgaged Property provided for
      in clauses (v), (vi) and (viii) above shall name the Agent and each Bank
      as an additional insured and shall contain a cross
      liability/severability endorsement.  The insurance policies provided for
      in clauses (i), (ii), (iii), (iv) and (vi) above shall name the Agent as
      mortgagee and loss payee, shall be first payable in case of loss to the
      Agent, and shall contain mortgage clauses and lender’s loss payable
      endorsements in form and substance acceptable to the Agent.  The
      Borrower shall deliver duplicate originals or certified copies of all
      such policies to the Agent, and the Borrower shall promptly furnish to
      the Agent all renewal notices and evidence that all premiums or portions
      thereof then due and payable have been paid.  Not less than ten (10)
      days prior to the expiration date of the policies, as the same may be
      reduced by Agent, the Borrower shall deliver to the Agent evidence of
      continued coverage, as may be satisfactory to Agent, and within five (5)
      Business Days after the renewal date of such policies, the Borrower
      shall deliver to Agent evidence of continued coverage, including a
      certificate of insurance to Agent, in form and substance satisfactory to
      the Agent.
    

    

    

    
      
        

        

      

      
        
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      (b)                          All policies of insurance required by this
      Agreement shall contain clauses or endorsements to the effect that (i)
      no act or omission of the Borrower or any Subsidiary or anyone acting
      for the Borrower or any Subsidiary (including, without limitation, any
      representations made in the procurement of such insurance), which might
      otherwise result in a forfeiture of such insurance or any part thereof,
      no occupancy or use of the Real Estate for purposes more hazardous than
      permitted by the terms of the policy, and no foreclosure or any other
      change in title to the Real Estate or any part thereof, shall affect the
      validity or enforceability of such insurance insofar as the Agent is
      concerned, (ii) the insurer waives any right of set off, counterclaim,
      subrogation, or any deduction in respect of any liability of the
      Borrower or any Subsidiary and the Agent, (iii) such insurance is
      primary and without right of contribution from any other insurance which
      may be available, (iv) such policies shall not be modified, canceled or
      terminated prior to the scheduled expiration date thereof without the
      insurer thereunder giving at least thirty (30) days prior written notice
      to the Agent by certified or registered mail, and (v) the Agent or the
      Banks shall not be liable for any premiums thereon or subject to any
      assessments thereunder, and shall in all events be in amounts sufficient
      to avoid any coinsurance liability.
    

    
      (c)                          The insurance required by this Agreement
      may be effected through a blanket policy or policies covering additional
      locations and property of the Borrower and other Persons not included in
      the Mortgage Property, provided that such blanket policy or policies
      comply with all of the terms and provisions of this §7.7 and contain
      endorsements or clauses assuring that any claim recovery will not be
      less than that which a separate policy would provide, including, without
      limitation, a priority claim provision with respect to property
      insurance and an aggregate limits of insurance endorsement in the case
      of liability insurance.
    

    
      (d)                          All policies of insurance required by this
      Agreement, unless otherwise approved by Agent in writing, shall be
      issued by companies having a rating in Best’s Key Rating Guide of at
      least “A” and a financial size category of at least “X”.
    

    
      (e)                          Neither the Borrower nor any Subsidiary
      shall carry separate insurance, concurrent in kind or form or
      contributing in the event of loss, with any insurance required under
      this Agreement unless such insurance complies with the terms and
      provisions of this §7.7.
    

    
      (f)                          In the event of any loss or damage to any
      Mortgaged Property, the Borrower or the applicable Guarantor shall give
      prompt written notice to the insurance carrier and the Agent.  Each of
      the Borrower and the Guarantors hereby irrevocably authorizes and
      empowers the Agent, at the Agent’s option and in the Agent’s sole
      discretion or at the request of the Majority Banks in their sole
      discretion, as its attorney in fact, to make proof of such loss, to
      adjust and compromise any claim under insurance policies, to appear in
      and prosecute any action arising from such insurance policies, to
      collect and receive Insurance Proceeds and Condemnation Proceeds, and to
      deduct therefrom the Agent’s reasonable expenses incurred in the
      collection of such Insurance Proceeds; provided, however, that so long
      as no Default or Event of Default has occurred and is continuing and so
      long as the Borrower or any Guarantor shall in good faith diligently
      pursue such claim, the Borrower or such Guarantor may make proof of loss
      and appear in any proceedings or negotiations with respect to the
      adjustment of such claim, except that the Borrower or such Guarantor may
      not settle, adjust or compromise any such claim without the prior
      written consent of the Agent, which consent shall not be unreasonably
      withheld or delayed; provided, further, that the Borrower or such
      Guarantor may make proof of loss and adjust and compromise and collect
      any claim under casualty insurance policies without Agent’s consent so
      long as no Default or Event of Default has occurred and is continuing
      and so long as the Borrower or such Guarantor shall in good faith
      diligently pursue such claim and (x) the amount is less than
      $1,000,000,00 or (y) an Insurance Availability Condition exists.  The
      Borrower and each Guarantor further authorize the Agent, at the Agent’s
      option, to (i) apply the balance of such Insurance Proceeds and
      Condemnation Proceeds to the payment of the Obligations whether or not
      then due, or (ii) if the Agent shall require the reconstruction or
      repair of the Mortgaged Property, to hold the balance of such proceeds
      as trustee to be used to pay taxes, charges, sewer use fees, water rates
      and assessments which may be imposed on the Mortgaged Property and the
      Obligations as they become due during the course of reconstruction or
      repair of the Mortgaged Property and to reimburse the Borrower or such
      Guarantor, in accordance with such commercially reasonable terms and
      conditions as the Agent may prescribe, for the costs of reconstruction
      or repair of the Mortgaged Property, and upon completion of such
      reconstruction or repair to apply any excess to the payment of the
      Obligations.
    

    

    

    
      
        

        

      

      
        
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      (g)                          Notwithstanding the foregoing or anything
      to the contrary contained in the Mortgages, if an Insurance Availability
      Condition does not exist, the Agent shall make net Insurance Proceeds
      and Condemnation Proceeds available to the Borrower or such Guarantor to
      reconstruct and repair the Mortgaged Property, in accordance with such
      terms and conditions as the Agent may prescribe in the Agent’s
      discretion for the disbursement of the proceeds, provided that (i) the
      cost of such reconstruction or repair is not estimated by the Agent to
      exceed fifty percent (50%) of the replacement cost of the damaged
      Building (as reasonably estimated by the Agent), (ii) no Default or
      Event of Default shall have occurred and be continuing, (iii) the
      Borrower or such Guarantor shall have provided to the Agent additional
      cash security in an amount equal to the amount reasonably estimated by
      the Agent to be the amount in excess of such proceeds which will be
      required to complete such repair or restoration, (iv) the Agent shall
      have approved the plans and specifications, construction budget,
      construction contracts, and construction schedule for such repair or
      restoration and reasonably determined that the repaired or restored
      Mortgaged Property will provide the Agent with adequate security for the
      Obligations (provided that the Agent shall not disapprove such plans and
      specifications if the Building is to be restored to substantially its
      condition immediately prior to such damage), (v) the Borrower or such
      Guarantor shall have delivered to the Agent written agreements (which
      may include the applicable Lease) binding upon each tenant which leases
      or occupies 25,000 square feet or more of building floor area in such
      Mortgaged Property (or if no tenant leases or occupies 25,000 square
      feet or more of building floor area, then the tenant which leases or
      occupies the most building floor area in such Mortgaged Property ) (the
      “Anchor Tenants”) and not less than eighty percent (80%) of the
      remaining tenants or other parties having present or future rights to
      possession of any portion of the affected Mortgaged Property or having
      any right to require repair, restoration or completion of the Mortgaged
      Property or any portion thereof (determined by reference to those
      tenants that are not Anchor Tenants and that in the aggregate occupy or
      have rights to occupy not less than eighty percent (80%) of the Net
      Rentable Area of the Building so damaged, excluding the portion leased
      by the Anchor Tenants), agreeing upon a date for delivery of possession
      of the Mortgaged Property or their respective portions thereof, to
      permit time which is sufficient in the judgment of the Agent for such
      repair or restoration and approving the plans and specifications for
      such repair or restoration, or other evidence satisfactory to the Agent
      that none of such tenants or other parties may terminate their Leases as
      a result of such casualty or as a result of having a right to approve
      the plans and specifications for such repair or restoration, (vi) the
      Agent shall reasonably determine that such repair or reconstruction can
      be completed prior to the Maturity Date, (vii) the Agent shall receive
      evidence reasonably satisfactory to it that any such restoration, repair
      or rebuilding complies in all respects with any and all applicable
      state, federal and local laws, ordinances and regulations, including
      without limitation, zoning laws, ordinances and regulations, and that
      all required permits, licenses and approvals relative thereto have been
      or will be issued in a manner so as not to materially impede the
      progress of restoration, (viii) the Agent shall receive evidence
      reasonably satisfactory to it that the insurer under such policies of
      fire or other casualty insurance does not assert any defense to payment
      under such policies against the Borrower, any Guarantor or the Agent,
      and (ix) with respect to any Taking, Agent shall determine that
      following such repair or restoration there shall be no more than the
      lesser of (i) a twenty percent (20%) reduction in occupancy or rental
      income from the Mortgaged Property so affected by such specific
      condemnation or taking (excluding any proceeds from rental loss
      insurance or proceeds from such award allocable to rent) or (ii) a ten
      percent (10%) reduction in occupancy or in rental income from all of the
      Mortgaged Properties (excluding any proceeds from rental loss insurance
      or proceeds of such award allocable to rent), after giving effect to the
      current condemnation or taking and any previous condemnations or takings
      which may have occurred.  In the event that an Insurance Availability
      Condition exists, Borrower or the applicable Guarantor shall promptly
      commence and diligently pursue the repair, restoration and completion of
      the Mortgaged Property so damaged in accordance with all applicable laws
      and agreements.  Notwithstanding anything in this Agreement to the
      contrary, Borrower shall not be permitted to use any proceeds of the
      Revolving Credit Loans to pay or reimburse the cost of such repair,
      restoration and completion to the extent of available insurance
      proceeds.  If Borrower or a Guarantor is holding any Insurance Proceeds
      as a result of Insurance Availability Condition and thereafter an Event
      of Default occurs, Borrower or such Guarantor shall immediately pay such
      proceeds to Agent.  Any excess Insurance Proceeds shall be applied to
      the payment of the Obligations, unless by the terms of the applicable
      insurance policy the excess proceeds are required to be returned to such
      insurer.  Any excess Condemnation Proceeds shall be applied to the
      payment of the Obligations.  In no event shall the provisions of this
      section be construed to extend the Maturity Date or to limit in any way
      any right or remedy of the Agent upon the occurrence of an Event of
      Default hereunder.  If the Mortgaged Property is sold or the Mortgaged
      Property is acquired by the Agent, all right, title and interest of the
      Borrower and any Guarantor in and to any insurance policies and unearned
      premiums thereon and in and to the proceeds thereof resulting from loss
      or damage to the Mortgaged Property prior to the sale or acquisition
      shall pass to the Agent or any other successor in interest to the
      Borrower or purchaser of the Mortgaged Property.
    

    

    

    
      
        

        

      

      
        
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      (h)                          The Borrower and the Guarantors will
      provide to the Agent for the benefit of the Banks Title Policies for all
      of the Mortgaged Properties of such Person.
    

    
      (i)                          The Borrower will procure and maintain or
      cause to be procured and maintained insurance covering the Borrower and
      the Guarantors and their respective Subsidiaries and their respective
      properties (other than the Mortgaged Properties) (the cost of such
      insurance to be borne by the insured thereunder) in such amounts and
      against such risks and casualties as are customary for properties of
      similar character and location, due regard being given to the type of
      improvements thereon, their construction, location, use and occupancy.
    

    

    

    
      
        

        

      

      
        
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      §7.8.                  Taxes.  The
      Borrower, the Guarantors and each of their respective Subsidiaries will
      duly pay and discharge, or cause to be paid and discharged, before the
      same shall become overdue, all taxes, assessments and other governmental
      charges imposed upon it and upon the Real Estate, sales and activities,
      or any part thereof, or upon the income or profits therefrom as well as
      all claims for labor, materials, or supplies that if unpaid might by law
      become a lien or charge upon any of its property; provided that
      any such tax, assessment, charge, levy or claim need not be paid if the
      validity or amount thereof shall currently be contested in good faith by
      appropriate proceedings and if the Borrower, such Guarantor or such
      Subsidiary shall have set aside on its books adequate reserves with
      respect thereto; and provided, further that forthwith upon
      the commencement of proceedings to foreclose any lien that may have
      attached as security therefor, the Borrower, the Guarantor or such
      Subsidiary either (i) will provide a bond issued by a surety reasonably
      acceptable to the Agent and sufficient to stay all such proceedings or
      (ii) if no such bond is provided, will pay each such tax, assessment,
      charge, levy or claim.
    

    
      §7.9.                  Inspection
      of Properties and Books.  The Borrower and the Trust shall
      permit the Banks at such Bank’s expense to visit and inspect any of the
      properties of the Borrower, the Guarantors or any of their respective
      Subsidiaries, and at the Borrower’s expense to examine the books of
      account of the Borrower, the Guarantors or any of their respective
      Subsidiaries (and to make copies thereof and extracts therefrom) and to
      discuss the affairs, finances and accounts of the Borrower, the
      Guarantors or any of their respective Subsidiaries with, and to be
      advised as to the same by, its officers, all at such reasonable times
      and intervals as the Agent or any Bank may reasonably request, provided
      that so long as no Default or Event of Default shall have occurred and
      be continuing, the Borrower shall not be required to pay for such
      examinations more often than once in any twelve (12) month period.  The
      Banks shall use good faith efforts to coordinate such visits and
      inspections so as to minimize the interference with and disruption to
      the Borrower’s normal business operations.
    

    
      §7.10.                 Compliance
      with Laws, Contracts, Licenses, and Permits.  The Borrower and
      the Trust will comply with, and will cause each of their respective
      Subsidiaries to comply in all respects with, (i) all applicable laws and
      regulations now or hereafter in effect wherever its business is
      conducted, including all Environmental Laws, (ii) the provisions of its
      corporate charter, partnership agreement or declaration of trust, as the
      case may be, and other charter documents and bylaws, (iii) all
      agreements and instruments to which it is a party or by which it or any
      of its properties may be bound, (iv) all applicable decrees, orders, and
      judgments, and (v) all licenses and permits required by applicable laws
      and regulations for the conduct of its business or the ownership, use or
      operation of its properties.  If at any time while any Loan, Note or
      Letter of Credit is outstanding or the Banks have any obligation to make
      Loans or issue Letters of Credit hereunder, any authorization, consent,
      approval, permit or license from any officer, agency or instrumentality
      of any government shall become necessary or required in order that the
      Borrower or the Guarantors may fulfill any of its obligations hereunder
      or under the other Loan Documents, the Borrower will immediately take or
      cause to be taken all steps necessary to obtain or cause such Guarantor
      or Subsidiary to obtain such authorization, consent, approval, permit or
      license and furnish the Agent and the Banks with evidence thereof.
    

    

    

    
      
        

        

      

      
        
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      §7.11.                 Use
      of Proceeds.  Subject to the terms, covenants and conditions set
      forth herein, the Borrower will use the proceeds of the Loans and
      Letters of Credit to the Borrower solely to (a) finance tenant
      improvements, development and redevelopment of Real Estate as permitted
      in this Agreement, capital expenditures and leasing commissions, bridge
      debt financing (including amortization payments due under the Aquia Loan
      Agreement and refinance “gap” funding, (b) provide financing for general
      corporate purposes including working capital, and (c) repay outstanding
      Indebtedness (but specifically excluding the payment, prepayment,
      purchase, redemption or other retirement of the principal of any
      Subordinated Debt).
    

    
      §7.12.                 Further
      Assurances.  Each of the Borrower and the Trust will cooperate
      with, and will cause each of their respective Subsidiaries to cooperate
      with the Agent and the Banks and execute such further instruments and
      documents as the Banks or the Agent shall reasonably request to carry
      out to their satisfaction the transactions contemplated by this
      Agreement and the other Loan Documents.
    

    
      §7.13.                 Compliance.  The
      Borrower and the Trust shall operate their respective businesses, and
      shall cause each of their respective Subsidiaries to operate its
      business, in compliance with the terms and conditions of this Agreement
      and the other Loan Documents.  The Trust shall at all times comply with
      all requirements of applicable laws necessary to maintain REIT Status,
      shall elect to be treated as a real estate investment trust and shall
      operate its business in compliance with the terms and conditions of this
      Agreement and the other Loan Documents.
    

    
      §7.14.                 [Intentionally
      Omitted.]
    

    
      §7.15.                 Ownership
      of Real Estate.  Without the prior written consent of the
      Majority Banks, which consent may be withheld by the Majority Banks in
      their sole discretion, and notwithstanding any other provision of the
      Loan Documents, all interests (whether direct or indirect) of the
      Borrower or the Trust in real estate assets acquired after the date
      hereof shall be owned directly by the Borrower; provided, however,
      subject to the restrictions in §8.3, the Borrower shall be permitted to
      own Real Estate through Subsidiaries or Unconsolidated Affiliates.
    

    
      §7.16.                 More
      Restrictive Agreements.  Should the Borrower, the Guarantors or
      any of their respective Subsidiaries enter into or modify any agreements
      or documents pertaining to any existing or future Indebtedness, Debt
      Offering or Equity Offering, which agreements or documents include
      covenants, whether affirmative or negative (or any other provision which
      may have the same practical effect as any of the foregoing), which are
      individually or in the aggregate more restrictive against the Borrower,
      the Guarantors or their respective Subsidiaries than those set forth in
      §8 and §9 of this Agreement or the Guaranty, the Borrower shall promptly
      notify the Agent and, if requested by the Majority Banks, the Borrower,
      the Guarantors, the Agent and the Majority Banks shall promptly amend
      this Agreement and the other Loan Documents to include some or all of
      such more restrictive provisions as determined by the Majority Banks in
      their sole discretion.  Each of the Borrower and Guarantors agree to
      deliver to the Agent copies of any agreements or documents (or
      modifications thereof) pertaining to existing or future Indebtedness,
      Debt Offering or Equity Offering of the Borrower, the Guarantors or any
      of their respective Subsidiaries as the Agent from time to time may
      request.  Notwithstanding the foregoing, this §7.16 shall not apply to
      covenants contained in any agreements or documents evidencing or
      securing Non-recourse Indebtedness or covenants in agreements or
      documents relating to Recourse Indebtedness that relate only to specific
      Real Estate that is collateral for such Indebtedness.
    

    

    

    
      
        

        

      

      
        
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      §7.17.                 Trust
      Restrictions.  The Borrower and Trust covenant and agree
      that:  the Trust will at all times (a) be the sole general partner of
      the Borrower, (b) own not less than fifty-one percent (51%) of the
      partnership interests in the Borrower, and in any event the largest
      percentage interest of any partner in the Borrower and (c) be
      responsible for making all major and day-to-day operational and
      management decisions to be made by the Borrower in the conduct of its
      business.  Without the prior written consent of Agent, the Trust shall
      not own any assets other than its interest in the Borrower as a general
      partner and a limited partner, cash, Short-term Investments and the
      property described on Schedule 6.29 hereto.
    

    
      §7.18.                 Interest
      Rate Contract(s).  The Borrower shall at all times from and
      after the date of this Agreement maintain in full force and effect, an
      Interest Rate Contract(s) in form and substance satisfactory to Agent in
      an amount necessary to ensure that the outstanding “Debt” (as
      hereinafter defined) of Borrower, the Guarantors and their respective
      Subsidiaries that is Variable Rate Debt does not exceed twenty-five
      percent (25%) of Consolidated Total Adjusted Asset Value of the
      Borrower.  The Interest Rate Contract(s) shall be provided by any Bank
      which is a party to this Agreement or a bank or other financial
      institution that has unsecured, uninsured and unguaranteed long-term
      debt which is rated at least A-3 by Moody’s Investor Service, Inc. or at
      least A- by Standard & Poor’s Corporation.  The Borrower shall upon the
      request of the Agent provide to the Agent evidence that the Interest
      Rate Contract(s) is in effect.  For the purposes of this §7.18, the term
      “Debt” shall mean any indebtedness of the Borrower, the Guarantors or
      any their respective Subsidiaries, whether or not contingent, and
      without duplication, in respect of (i) borrowed money evidenced by
      bonds, notes, debentures or similar instruments or (ii) indebtedness
      secured by any mortgage, pledge, lien, charge, encumbrance or any
      security interest existing on property owned by the Borrower, any
      Guarantor or any of their respective Subsidiaries, to the extent that
      any such items would appear as a liability on the balance sheet of the
      Borrower, the Guarantors or any of their respective Subsidiaries in
      accordance with GAAP, and also includes, to the extent not otherwise
      included, any obligation by the Borrower, the Guarantors or any of their
      respective Subsidiaries to be liable for, or to pay, as obligor,
      guarantor or otherwise (other than for purposes of collection in the
      ordinary course of business), indebtedness of another Person (other than
      the Borrower, any Guarantor or any of their respective Subsidiaries) (it
      being understood that Debt shall be deemed to be incurred by the
      Borrower, the Guarantors or any of their respective Subsidiaries
      whenever the Borrower, any Guarantor or any of their respective
      Subsidiaries shall create, assume, guarantee or otherwise become liable
      in respect thereof).
    

    
      §7.19.                 Mortgaged
      Properties.  
    

    
      (a)                          The Mortgaged Properties shall at all times
      satisfy all of the following conditions:
    

    
      (i)                                    each of the Mortgaged Properties
      shall be owned 100% in fee simple or leased under a ground lease
      approved by Agent by the Borrower or, subject to the terms of this
      Agreement, a Subsidiary Guarantor, free and clear of all Liens other
      than the Liens permitted in §8.2(ix).  If such Mortgaged Property is
      owned or leased by a Subsidiary Guarantor, such Subsidiary Guarantor
      shall not be a borrower or guarantor with respect to any other
      Indebtedness other than the Obligations;
    

    

    

    
      
        

        

      

      
        
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      (ii)                                   [Intentionally Omitted];
    

    
      (iii)                                  such Mortgaged Property is
      managed by the Borrower or a Wholly Owned Subsidiary of the Borrower, or
      a third party manager approved by the Agent, such approval not to be
      unreasonably withheld;
    

    
      (iv)                                   prior to inclusion of Real Estate
      within the Collateral, Borrower shall have delivered to Agent, and Agent
      and the Majority Banks as applicable shall have approved, the Eligible
      Real Estate Qualification Documents (it being acknowledged that the
      tenant estoppels and Subordination, Attornment and Non Disturbance
      Agreements required to be delivered pursuant to Schedule 5.3
      must be delivered on or before the date that is ninety (90) days after
      the inclusion of such Real Estate in the Collateral, provided further
      that if such items are not delivered within such period such Real Estate
      shall no longer be included in the calculation of the Borrowing Base
      Availability unless and until such items are delivered);
    

    
      (v)                                    each of the Mortgaged Properties
      shall consist solely of Real Estate (A)  which is located within the
      contiguous 48 states of the continental United States, , excluding those
      States which prescribe as of the date of inclusion of such Real Estate
      in the Collateral a “single-action” or similar rule limiting the rights
      of creditors secured by real property, which exclusion shall apply,
      without limitation, to the States of California and Washington except to
      the extent (i) such exclusion is waived in writing by the Agent with
      respect to a specific parcel of Real Estate, or (ii) the Mortgaged
      Property is located in New York or New Jersey, (B) which is utilized
      principally for a shopping center or a retail facility or a use
      ancillary thereto (including, with respect to Borrower’s Aquia
      development only, an office component) and is consistent with Borrower’s
      business strategy on the date of this Agreement, (C) which contains
      improvements that are in operating condition and available for
      occupancy, and (D) except with respect to properties temporarily removed
      from the occupancy calculation pursuant to §7.19(a)(ix), with respect to
      which valid certificates of occupancy or the equivalent for all
      buildings thereon have been issued and are in full force and effect;
    

    
      (vi)                                   no Person other than Borrower or
      a Subsidiary Guarantor has any direct or indirect ownership of any
      equity interest or other Voting Interest in such Subsidiary Guarantor if
      such Mortgaged Property is owned or leased under a ground lease by a
      Subsidiary Guarantor (it being understood that no such Person shall be
      deemed to have any such ownership interest for purposes of this
      provision solely by virtue of owning any equity interest in the Trust or
      owning any limited partnership interest in the Borrower);
    

    
      (vii)                                  [Intentionally Omitted];
    

    
      (viii)                                 the number of properties included
      within the Mortgaged Properties shall not be less than ten (10);
    

    

    

    
      
        

        

      

      
        
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      (ix)                                   the Mortgaged Properties shall
      consist solely of Real Estate which has (A) an aggregate occupancy level
      of tenants (excluding the Borrower or any of its Affiliates) in
      possession (but not any tenant having under lease 25,000 square feet or
      more on a holdover or month-to-month basis), operating, paying rent and
      which are not otherwise in default of at least seventy-five percent
      (75%) of the Net Rentable Area within such Mortgaged Properties for the
      previous fiscal quarter of the Borrower based on bona fide arms-length
      tenant leases requiring current rental payments and which are in full
      force and effect, and (B) an aggregate level of tenants (excluding the
      Borrower or any of its Affiliates) under leases in such Mortgaged
      Properties (but not any tenant having under lease 25,000 square feet or
      more on a holdover or month-to-month basis) which are paying rent and
      which are not in default of at least eighty percent (80%) of the Net
      Rentable Area within such Mortgaged Properties for the previous
      fiscal quarter of the Borrower based on bona fide arms-length tenant
      leases requiring current rental payments and which are in full force and
      effect.  Notwithstanding the foregoing, Borrower may temporarily remove
      a Mortgaged Property from the foregoing occupancy calculations with
      respect to a Mortgaged Property (x) that is a Redevelopment Property,
      (y) which is being voluntarily redeveloped by Borrower to reposition
      such property and (z) which Agent has approved in writing as a property
      that can be excluded from such calculation.  Without limiting the
      foregoing, the Agent shall not be required to approve the removal of
      such property from the foregoing calculation if redevelopment is as a
      result of a default, insolvency, lease termination or other act or
      circumstance affecting a tenant of such Mortgaged Property.  Such
      property shall be excluded from the foregoing occupancy calculations
      until the date that is eighteen (18) months following the initial
      approval of such Mortgaged Property as a Redevelopment Property for the
      purposes of this §7.19; and
    

    
      (x)                                    no more than ten percent (10%) of
      the Borrowing Base Availability of the Mortgaged Properties shall be
      properties leased by Borrower or a Subsidiary Guarantor as the lessee or
      tenant under a ground lease;
    

    
      (b)                          [Intentionally Omitted.]
    

    
      (c)                          In the event that all or any material
      portion of any Real Estate within the Mortgaged Properties shall be
      damaged or taken by condemnation, then such Real Estate shall no longer
      be a part of the Mortgaged Properties unless and until (i) any damage to
      such Real Estate is repaired or restored, such Real Estate becomes fully
      operational and the Agent shall receive evidence satisfactory to the
      Agent of the Operating Cash Flow of such Real Estate following such
      repair or restoration (both at such time and prospectively) or (ii)
      Agent shall receive evidence satisfactory to the Agent that the
      Operating Cash Flow of such Real Estate (both at such time and
      prospectively) shall not be materially adversely affected by such damage
      or condemnation.
    

    
      (d)                          Upon any Mortgaged Property ceasing to
      qualify as a Mortgaged Property, such Mortgaged Property shall no longer
      be included in the calculation of the Borrowing Base Availability nor
      shall the Operating Cash Flow from such property be included for the
      purposes of §9.5 (provided that such Mortgaged Property shall remain as
      Collateral unless released as provided in this Agreement).  Within five
      (5) Business Days after any such disqualification, the Borrower shall
      deliver to the Agent a certificate reflecting such disqualification,
      together with the identity of the disqualified Mortgaged Property, a
      statement as to whether any Default or Event of Default arises as a
      result of such disqualification, and a calculation of the value
      attributable to such Mortgaged Property.  Simultaneously with the
      delivery of the items required pursuant above, the Borrower shall
      deliver to the Agent a pro forma Compliance Certificate demonstrating,
      after giving effect to such removal, replacement or disqualification,
      compliance with the covenants contained in §7.19 and §9.5.
    

    

    

    
      
        

        

      

      
        
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      §7.20.                 Registered
      Servicemark.  Without prior written notice to the Agent, none of
      the Mortgaged Properties shall be owned or operated by the Borrower or
      any Guarantor under any trademark, tradename, servicemark or logo.  In
      the event any of the Mortgaged Properties shall be owned or operated
      under any tradename, trademark, servicemark or logo, Borrower or the
      applicable Guarantor shall enter into such agreements with Agent in form
      and substance reasonably satisfactory to Agent, as Agent may reasonably
      require to grant Agent a perfected first priority security interest
      therein and to grant to Agent or any successful bidder at a foreclosure
      sale of such Mortgaged Property the right and/or license to continue
      operating such Mortgaged Property under such tradename, trademark,
      servicemark or logo as determined by Agent.
    

    
      §7.21.                 Leases
      of the Property.  The Borrower and each Guarantor will give
      notice to the Agent of any proposed new Lease that covers 10,000 square
      feet or more of building floor area of any Mortgaged Property for the
      lease of space therein and shall provide to the Agent a copy of the
      proposed Lease and any and all agreements or documents related thereto
      and such other information as the Agent may reasonably request (the
      “Lease Notice”).  Neither the Borrower nor any Guarantor will lease all
      or any portion of a Mortgaged Property or amend, supplement or otherwise
      modify, terminate or cancel, or accept the surrender of, or (if
      Borrower’s or such Guarantor’s consent is required under the terms of
      such Lease) consent to the assignment or subletting of, or grant any
      concessions to or waive the performance of any obligations of any
      tenant, lessee or licensee under, any now existing or future Lease
      without the prior written consent of the Agent; provided, however,
      with respect to (a) any Lease which covers less than 25,000 square feet
      of building floor area of a Mortgaged Property, the Borrower or any
      Guarantor may enter into any such Lease, or amend, supplement or
      otherwise modify, terminate or cancel, or accept the surrender of, or
      consent to the assignment or subletting of, or grant concessions to or
      waive the performance of any obligations of any tenant, lessee or
      licensee under, any such Lease, without Agent’s consent and even if
      Borrower or Guarantor is required to give a Lease Notice with respect to
      such Lease, in each case in the ordinary course of business consistent
      with sound leasing and management practices for similar properties.  To
      the extent the Agent’s approval or consent is required pursuant to this
      §7.21, Agent’s approval shall be deemed granted in the event the Agent
      fails to respond to the Borrower’s request within ten (10) Business Days
      if (A) Borrower has delivered to Agent the applicable documents, with
      the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS
      APPROVAL REQUEST WITHIN TEN (10) DAYS FROM RECEIPT SHALL BE DEEMED TO BE
      AGENT’S APPROVAL” prominently displayed in bold, all caps and fourteen
      (14) point or larger font in the transmittal letter requesting approval
      and (B) Agent does not approve or reject the applicable request within
      ten (10) days from the date Agent receives the request as evidenced by a
      certified mail return receipt or confirmation by a reputable national
      overnight delivery service (e.g., Federal Express) that the same
      has been delivered.  Upon the request of Borrower, Agent shall enter
      into Subordination, Attornment and Non-Disturbance Agreements with
      tenants of a Mortgaged Property provided that both the Lease of such
      tenant (if the Lease does not cover less than 25,000 square feet of
      building floor area) and the Subordination, Attornment and
      Non-Disturbance Agreements are in form and substance reasonably
      satisfactory to Agent.  
    

    

    

    
      
        

        

      

      
        
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      §7.22.                 Management.  The
      Borrower shall not and shall not permit any Subsidiary Guarantor to
      enter into any Management Agreement after the date hereof for any
      Mortgaged Property without the prior written consent of the Agent (which
      shall not be unreasonably withheld).  Agent may condition any approval
      of a new Management Agreement with respect to a Mortgaged Property upon
      the execution and delivery to Agent of a collateral assignment of such
      Management Agreement to Agent and a subordination of the manager’s
      rights thereunder to the rights of the Agent and the Banks under the
      Loan Documents in a form substantially similar to the form delivered to
      Agent on the Closing Date.  Borrower shall not and shall not permit any
      Guarantor to modify, amend or terminate any Management Agreement
      relating to a Mortgaged Property without the prior written consent of
      the Agent.
    

    
      §7.23.                 Remediation
      Reserve.  Notwithstanding anything in this Agreement to the
      contrary, Borrower shall not be entitled to obtain any advance of the
      Revolving Credit Loans or issuance of any Letter of Credit, and the
      Revolving Credit Banks shall have no obligation to advance any of the
      Revolving Credit Loans or issue any Letters of Credit, in an amount
      equal to the Remediation Reserve, which shall be reserved from the
      Borrowing Base Availability as provided in this section.  The Borrower
      shall promptly commence, and thereafter implement and diligently pursue
      to completion the planning and subsequent implementation of the work
      described on Schedule 7.23 hereto, all such work to be in
      accordance with the recommendations and findings of the Borrower’s
      environmental consultant set forth in the reports delivered to the Agent
      prior to inclusion of such Mortgaged Property as Collateral (and any
      subsequent report delivered pursuant to this Agreement) and in
      accordance with all applicable laws and regulations.  Upon the receipt
      by Agent of any additional or revised documentation, information,
      recommendations, reports, notice of governmental actions or otherwise
      with respect to any of the enumerated items on Schedule 7.23,
      Agent may require the delivery and performance of additional
      remediation, documentation, information or confirmation of closure of
      such issues described on Schedule 7.23 as Agent may request, and
      the Remediation Reserve with respect to such item may be increased or
      decreased as Agent determines in its reasonable discretion.  Upon
      completion of each item set forth on Schedule 7.23 (and any
      additional requirements related thereto of Agent pursuant to this §7.23
      or Schedule 7.23), the Borrower shall deliver to the Agent a
      certification as Collateral (and any subsequent report) signed by the
      principal financial officer of the Trust certifying that such work has
      been completed in compliance with the requirements of this Agreement,
      and upon Agent’s satisfaction therewith, any amount of the Remediation
      Reserve attributable to such Mortgaged Property shall no longer be
      required.  Borrower shall upon the request of the Agent provide
      reasonably detailed information concerning the status of the progress of
      such work.  If the amount unfunded under this Agreement (for the
      avoidance of doubt, Letters of Credit issued and outstanding shall be
      considered funded for the purposes of this section) is less than the
      Remediation Reserve, Borrower shall within five days of demand either
      (x) reduce the Outstanding Revolving Credit Loans and Letters of Credit
      such that the amount unfunded under this Agreement equals or exceeds the
      Remediation Reserve or (y) deposit with Agent cash in an amount equal to
      such shortfall, and execute and deliver to Agent such documents as Agent
      may reasonably request to grant Agent a first priority perfected
      security interest in such sums.  Such amount shall be held as additional
      collateral for the Obligations but may be released to Borrower as the
      amount of the Remediation Reserve is reduced.  
    

    

    

    
      
        

        

      

      
        
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      §7.24.                 Compliance
      with Recommendations; Environmental Insurance.  Borrower and the
      Subsidiary Guarantors shall comply with all recommendations and findings
      of their environmental consultants set forth in the environmental
      reports delivered to Agent with respect to each Mortgaged
      Property.  Borrower shall pay all premiums on the Environmental
      Insurance Policy on or before the date due, and shall otherwise maintain
      the Environmental Insurance Policy in full force and effect.  Borrower
      shall not terminate or modify the Environmental Insurance Policy in any
      manner adverse to Borrower or to Agent and the Banks without the prior
      written consent of Agent.  Borrower shall cause Agent to be an
      additional insured under the Environmental Insurance Policy.
    

    
      §8.      CERTAIN NEGATIVE
      COVENANTS OF THE TRUST AND THE BORROWER.
    

    
      The Borrower and the Trust, jointly and severally, covenant and agree
      that, so long as any Loan, Letter of Credit or Note is outstanding or
      any of the Banks has any obligation to make any Loans or to issue any
      Letters of Credit:
    

    
      §8.1.                  Restrictions
      on Indebtedness.  Except as permitted in §8.1(f) below, the
      Trust will not (other than solely as a result of its status as a general
      partner of the Borrower) create, incur, assume, guarantee or be or
      remain liable, contingently or otherwise with respect to any
      Indebtedness other than the Obligations and any Indebtedness of the
      Borrower permitted under the terms of this §8.1.  The Borrower will not,
      and will not permit any of its Subsidiaries to, create, incur, assume,
      guarantee or be or remain liable, contingently or otherwise, with
      respect to any Indebtedness other than:
    

    
      (a)                          Indebtedness to the Banks arising under any
      of the Loan Documents, and Indebtedness and obligations in respect of
      the Interest Rate Contract(s) required pursuant to §7.18;
    

    
      (b)                          current liabilities of the Borrower or its
      Subsidiaries incurred in the ordinary course of business but not
      incurred through (i) the borrowing of money, or (ii) the obtaining of
      credit except for credit on an open account basis customarily extended
      and in fact extended in connection with normal purchases of goods and
      services;
    

    
      (c)                          Indebtedness in respect of taxes,
      assessments, governmental charges or levies and claims for labor,
      materials and supplies to the extent that payment therefor shall not at
      the time be required to be made in accordance with the provisions of
      §7.8;
    

    
      (d)                          Indebtedness in respect of judgments or
      awards the existence of which does not create an Event of Default;
    

    
      (e)                          endorsements for collection, deposit or
      negotiation and warranties of products or services, in each case
      incurred in the ordinary course of business;
    

    
      (f)                          subject to the provisions of §9,
      (i) Non-recourse Indebtedness of the Borrower or any of its Subsidiaries
      (other than Subsidiary Guarantors), and (ii) Indebtedness of Borrower,
      the Trust or any of the Borrower’s Subsidiaries (other than Subsidiary
      Guarantors) under environmental indemnities and guarantees with respect
      to customary exceptions to exculpatory language with respect to
      Non-recourse Indebtedness of Borrower’s Subsidiaries or Unconsolidated
      Affiliates permitted pursuant to §8.3(i) (it being agreed that any such
      indemnity or guaranty shall not cause such Non-recourse Indebtedness to
      be deemed to be Recourse Indebtedness and provided that in the event any
      claim is made against Borrower, the Trust or any of their respective
      Subsidiaries with respect to such indemnities, guarantees or exceptions,
      the amount so claimed shall be considered a recourse liability of such
      Person);
    

    

    

    
      
        

        

      

      
        
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      (g)                          Indebtedness in respect of reverse
      repurchase agreements having a term of not more than one hundred eighty
      (180) days with respect to Investments described in §8.3(d) or (e);
    

    
      (h)                          subject to the provisions of §9, other
      Recourse Indebtedness (whether secured or unsecured) of the Borrower and
      its Subsidiaries (other than Subsidiary Guarantors) provided that in no
      event shall such Recourse Indebtedness (excluding the Obligations) in
      the aggregate exceed twenty percent (20%) of Consolidated Total Adjusted
      Asset Value (provided that the liability under any completion guaranty
      shall equal the remaining costs to complete the applicable construction
      project in excess of construction loan or mezzanine loan proceeds
      available therefor and any equity deposited or invested for the payment
      of such costs; and provided further that Indebtedness of Borrower or any
      of its Subsidiaries with respect to the TIF Guaranty and any other
      guaranty obligation which the Majority Banks may in their sole
      discretion approve in writing shall not be included for the purposes of
      §8.1(h) unless (i) a claim shall have been made against the Trust,
      Borrower or a Subsidiary of either of them on account of such guaranty
      or (ii) with respect to any other guaranty obligation which the Majority
      Banks may in their sole discretion approve in writing to not be included
      for the purposes of §8.1(h), the occurrence of such other events with
      respect thereto as the Majority Banks may require in connection with
      their approval of such obligation); and
    

    
      (i)                          Indebtedness in respect of purchase money
      financing for equipment, computers and vehicles acquired in the ordinary
      course of the Borrower’s business not exceeding $5,000,000.00.
    

    
      §8.2.                  Restrictions
      on Liens Etc.  Neither the Trust nor the Borrower will, nor will
      either of them permit any of their respective Subsidiaries to,
      (a) create or incur or suffer to be created or incurred or to exist any
      lien, encumbrance, mortgage, pledge, charge, restriction or other
      security interest of any kind upon any of its property or assets of any
      character whether now owned or hereafter acquired, or upon the income or
      profits therefrom; (b) transfer any of its property or assets or the
      income or profits therefrom for the purpose of subjecting the same to
      the payment of Indebtedness or performance of any other obligation in
      priority to payment of its general creditors; (c) acquire, or agree or
      have an option to acquire, any property or assets upon conditional sale
      or other title retention or purchase money security agreement, device or
      arrangement; (d) suffer to exist for a period of more than thirty (30)
      days after the same shall have been incurred any Indebtedness or claim
      or demand against it that if unpaid might by law or upon bankruptcy or
      insolvency, or otherwise, be given any priority whatsoever over its
      general creditors; (e) sell, assign, pledge or otherwise transfer any
      accounts, contract rights, general intangibles, chattel paper or
      instruments, with or without recourse; or (f) incur or maintain any
      obligation which prohibits the creation or maintenance of any lien
      securing the Obligations (collectively, “Liens”); provided
      that the Borrower, the Guarantors and any Subsidiary of any of them may
      create or incur or suffer to be created or incurred or to exist:
    

    

    

    
      
        

        

      

      
        
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      (i)                                    liens in favor of the Borrower or
      the Trust on all or part of the assets of Subsidiaries of such Person
      (but excluding any Mortgaged Property or any direct or indirect interest
      therein) securing Indebtedness owing by Subsidiaries of such Person to
      such Person;
    

    
      (ii)                                   liens on properties to secure
      taxes, assessments and other governmental charges or claims for labor,
      material or supplies in respect of obligations not overdue or which are
      being contested as permitted by §7.8;
    

    
      (iii)                                  deposits or pledges made in
      connection with, or to secure payment of, workers’ compensation,
      unemployment insurance, old age pensions or other social security
      obligations;
    

    
      (iv)                                   liens on properties or any
      interest therein (including the rents, issues and profits therefrom)
      (but excluding any Mortgaged Property or any direct or indirect interest
      therein) in respect of judgments or awards, the Indebtedness with
      respect to which is permitted by §8.1(d);
    

    
      (v)                                    encumbrances on properties other
      than Mortgaged Properties consisting of easements, rights of way, zoning
      restrictions, leases and other occupancy agreements, restrictions on the
      use of real property and defects and irregularities in the title
      thereto, landlord’s or lessor’s liens under leases to which the
      Borrower, a Guarantor or a Subsidiary of such Person is a party, and
      other minor non-monetary liens or encumbrances none of which interferes
      materially with the use of the property affected in the ordinary conduct
      of the business of the Borrower, the Guarantors or their Subsidiaries,
      which defects do not individually or in the aggregate have a materially
      adverse effect on the business of the Borrower or any Guarantor
      individually or of such Person and its Subsidiaries on a Consolidated
      basis;
    

    
      (vi)                                   liens on the specific personal
      property acquired by Indebtedness permitted by §8.1(i);
    

    
      (vii)                                  liens on properties or interests
      therein (but excluding any Mortgaged Property or any direct or indirect
      interest therein) to secure Indebtedness permitted by §8.1(f) and
      §8.1(h) (including purchase money debt);
    

    
      (viii)                                 liens in favor of the Agent and
      the Banks under the Loan Documents; and
    

    
      (ix)                                   liens and encumbrances on a
      Mortgaged Property expressly permitted under the terms of the Security
      Deed relating thereto.
    

    

    

    
      
        

        

      

      
        
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      §8.3.                  Restrictions
      on Investments.  Neither the Borrower nor the Trust will, nor
      will either of them permit any of its Subsidiaries to, make or permit to
      exist or to remain outstanding any Investment except Investments in:
    

    
      (a)                          marketable direct or guaranteed obligations
      of the United States of America that mature within one (1) year from the
      date of purchase by the Borrower or its Subsidiary;
    

    
      (b)                          marketable direct obligations of any of the
      following: Federal Home Loan Mortgage Corporation, Student Loan
      Marketing Association, Federal Home Loan Banks, Federal National
      Mortgage Association, Government National Mortgage Association, Bank for
      Cooperatives, Federal Intermediate Credit Banks, Federal Financing
      Banks, Export-Import Bank of the United States, Federal Land Banks, or
      any other agency or instrumentality of the United States of America;
    

    
      (c)                          demand deposits, certificates of deposit,
      bankers acceptances and time deposits of United States banks having
      total assets in excess of $100,000,000; provided, however,
      that the aggregate amount at any time so invested with any single bank
      having total assets of less than $1,000,000,000 will not exceed $200,000;
    

    
      (d)                          [Intentionally Omitted];
    

    
      (e)                          [Intentionally Omitted];
    

    
      (f)                          repurchase agreements having a term not
      greater than ninety (90) days and fully secured by securities described
      in the foregoing subsection (a), (b) or (e) with banks described in the
      foregoing subsection (c) or with financial institutions or other
      corporations having total assets in excess of $500,000,000;
    

    
      (g)                          shares of so-called “money market funds”
      registered with the SEC under the Investment Company Act of 1940 which
      maintain a level per-share value, invest principally in investments
      described in the foregoing subsections (a) through (f) and have total
      assets in excess of $50,000,000;
    

    
      (h)                          the acquisition of fee interests by the
      Borrower or its Subsidiaries in Real Estate which is utilized
      principally for shopping centers, and, subject to the restrictions set
      forth in §8.9 and §8.10 for development of new shopping centers, the
      acquisition of undeveloped Real Estate;
    

    
      (i)                          Investments in Subsidiaries of the Borrower
      or the Trust that are not one hundred percent (100%) owned by the
      Borrower or the Trust or in Unconsolidated Affiliates, which
      Subsidiaries or Unconsolidated Affiliates are engaged in the ownership
      of Real Estate or development activity pursuant to §8.9 or §8.10, and
      Investments in mortgages and notes receivables from such Subsidiaries or
      Unconsolidated Affiliates, provided that in no event shall such
      Investments (including the principal amount payable pursuant to such
      notes) exceed fifteen percent (15%) of Borrower’s Consolidated Total
      Adjusted Asset Value in the aggregate without the prior written consent
      of the Required Banks.  For the purposes of this §8.3(i) only, notes
      receivable from Unconsolidated Affiliates shall be valued at face value
      (subject to reduction as a result of payments thereon);
    

    

    

    
      
        

        

      

      
        
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      (j)                          Investments (i) in any preferred stock
      issued by Trust which has been repurchased solely with the proceeds of a
      new issue of common or preferred stock issued by Trust, or (ii) in any
      common stock issued by Trust which has been repurchased by the Trust,
      Borrower or any of their respective Subsidiaries, provided that in no
      event shall such Investments pursuant to clause (ii) exceed in the
      aggregate $15,000,000.00 (calculated based upon the consideration given
      for such stock) unless the respective ratio of Borrower’s and
      Guarantor’s Consolidated Total Liabilities to such Person’s Consolidated
      Total Adjusted Asset Value is equal to or less than 0.55 to 1 at the
      time of  such Investment and would be equal to or less than 0.55 to 1
      after giving effect to such Investment;
    

    
      (k)                          subject to the restrictions set forth in
      §8.9 and §8.10, investments in real estate investment trusts which own
      real property which is used principally for fee interests in Real Estate
      utilized principally for shopping centers located within the United
      States, provided that in no event shall the aggregate costs of all
      Investments pursuant to this §8.3(k) exceed the amount set forth with
      respect thereto in the Borrower’s annual budget and business plan
      delivered to the Agent pursuant to §7.4(n); and
    

    
      (l)                          Investments by Borrower in Subsidiaries
      that are one hundred percent (100%) owned by the Borrower.
    

    
      §8.4.                  Merger,
      Consolidation.  Neither the Borrower nor the Trust will, nor
      will either of them permit any of its Subsidiaries to, become a party to
      any merger, consolidation or other business combination or disposition
      of all or substantially all of its assets except (a) the merger or
      consolidation of one or more of the Subsidiaries of the Borrower with
      and into the Borrower or (b) the merger or consolidation of two or more
      Subsidiaries of the Borrower.
    

    
      §8.5.                  Conduct
      of Business.  Neither the Borrower nor the Trust will conduct
      any of its business operations other than through the Borrower and its
      Subsidiaries; provided, however, that subject to §8.3(i),
      §8.9 and §8.10, ownership of Real Estate and development activities may
      be conducted through Unconsolidated Affiliates of the Borrower as
      provided therein.  No reorganizations, spin-offs or new business lines
      shall be established or occur without the prior written consent of the
      Majority Banks.
    

    
      §8.6.                  Compliance
      with Environmental Laws.  Neither the Borrower nor the Trust
      will, nor will either of them permit any of its Subsidiaries, to do any
      of the following: (a) use any of the Real Estate or any portion thereof
      as a facility for the handling, processing, storage or disposal of
      Hazardous Substances, except for such quantities of Hazardous Substances
      as are appropriate for a retail shopping center and used in the ordinary
      course of business and in compliance in all material respects with all
      applicable Environmental Laws, (b) cause or permit to be located on any
      of the Real Estate any underground tank or other underground storage
      receptacle for Hazardous Substances except in material compliance with
      Environmental Laws, (c) generate any Hazardous Substances on any of the
      Real Estate except in material compliance with Environmental Laws,
      (d) conduct any activity at any Real Estate or use any Real Estate in
      any manner so as to cause a Release of Hazardous Substances on, upon or
      into the Real Estate or any surrounding properties or any threatened
      Release of Hazardous Substances in any material amount which might give
      rise to liability under CERCLA or any other Environmental Law, or
      (e) directly or indirectly transport or arrange for the transport of any
      Hazardous Substances (except in material compliance with all
      Environmental Laws); provided that with respect to the foregoing clauses
      (a)-(e), with respect to Real Estate other than the Mortgaged
      Properties, the Borrower and the Trust shall comply with the foregoing
      except to the extent such failure could not individually or in the
      aggregate have any material adverse effect upon the business or
      financial condition of the Borrower or the Trust.
    

    

    

    
      
        

        

      

      
        
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      The Borrower shall:
    

    
      (i)                                    in the event of any change in
      Environmental Laws governing the assessment, release or removal of
      Hazardous Substances, which change would lead a prudent lender to
      require additional testing to avail itself of any statutory insurance or
      limited liability, take all action (including, without limitation, the
      conducting of engineering tests at the sole expense of the Borrower) to
      confirm that no Hazardous Substances are or ever were Released or
      disposed of on the Mortgaged Properties; and
    

    
      (ii)                                   if any Release or disposal of
      Hazardous Substances shall occur or shall have occurred on the Mortgaged
      Properties (including without limitation any such Release or disposal
      occurring prior to the acquisition of such Mortgaged Properties by the
      Borrower), cause the prompt containment and removal of such Hazardous
      Substances and remediation of the Mortgaged Properties to the extent
      required by and in full compliance with all applicable laws and
      regulations and to the reasonable satisfaction of the Majority Banks; provided,
      that the Borrower shall be deemed to be in compliance with Environmental
      Laws for the purpose of this clause (ii) so long as it or a responsible
      third party with sufficient financial resources is taking reasonable
      action to remediate or manage any event of noncompliance to the
      reasonable satisfaction of the Majority Banks and no action shall have
      been commenced by any enforcement agency.  The Majority Banks may engage
      their own environmental consultant to review the environmental
      assessments and the Borrower’s compliance with the covenants contained
      herein.
    

    
      At any time after an Event of Default shall have occurred hereunder, or,
      whether or not an Event of Default shall have occurred, at any time that
      the Agent or the Majority Banks shall have reasonable grounds to believe
      that a Release or threatened Release of Hazardous Substances may have
      occurred, relating to any Mortgaged Property, or that any of the
      Mortgaged Properties is not in compliance with the Environmental Laws,
      the Agent may at its election (and will at the request of the Majority
      Banks) obtain such environmental assessments of such Mortgaged Property
      prepared by an Environmental Engineer as may be necessary or advisable
      for the purpose of evaluating or confirming (i) whether any Hazardous
      Substances are present in the soil or water at or adjacent to such
      Mortgaged Property and (ii) whether the use and operation of such
      Mortgaged Property comply with all Environmental Laws.  Environmental
      assessments may include detailed visual inspections of such Mortgaged
      Property including, without limitation, any and all storage areas,
      storage tanks, drains, dry wells and leaching areas, and the taking of
      soil samples, as well as such other investigations or analyses as are
      necessary or appropriate for a complete determination of the compliance
      of such Mortgaged Property and the use and operation thereof with all
      applicable Environmental Laws.  All such environmental assessments shall
      be at the sole cost and expense of the Borrower.
    

    

    

    
      
        

        

      

      
        
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      §8.7.                  Distributions.  Neither
      the Borrower nor the Trust shall make any Distributions which would
      cause it to violate any of the following covenants:
    

    
      (a)                          In the event that a High Leverage Condition
      exists (or would arise as a result of a Distribution), neither Borrower
      nor the Trust shall make any Distribution if such Distribution is in
      excess of the amount which, when added to the amount of all other
      Distributions paid in the same fiscal quarter and the preceding three
      (3) fiscal quarters would exceed the lesser of (i) an amount equivalent
      to 0.9252 cents per share of common stock of the Trust or (ii)
      ninety-five percent (95%) of their respective Funds from Operations for
      the four (4) consecutive fiscal quarters ending prior to the quarter in
      which such Distribution is paid.
    

    
      (b)                          In the event that a Target Leverage
      Condition exists, the Borrower and the Trust shall not make any
      Distribution if such Distribution is in excess of the amount which, when
      added to the amount of all other Distributions paid in the same fiscal
      quarter and the preceding three (3) fiscal quarters would exceed
      ninety-five percent (95%) of their respective Funds from Operations for
      the four (4) consecutive fiscal quarters ending prior to the quarter in
      which such Distribution is paid; provided, however, notwithstanding the
      foregoing in this §8.7(b), Borrower and the Trust may, subject to the
      limitations set forth in this Agreement (including specifically, but
      without limitation, those contained in §8.7(b)) redeem existing
      Preferred Equity with proceeds from an issuance of common equity or
      Preferred Equity of the Borrower or the Trust so long as (i) no Event of
      Default shall have occurred and be continuing on the date of any such
      repurchase and (ii) no Default or Event of Default shall occur as a
      result of any such repurchase.  Notwithstanding the foregoing, the
      Borrower may pay a Distribution to its partners of sums received by it
      pursuant to the Tax Indemnity Agreement;
    

    
      (c)                          In the event that an Event of Default shall
      have occurred and be continuing, neither the Borrower nor the Trust
      shall make any Distributions other than the minimum Distributions by the
      Borrower to the Trust and by the Trust required under the Code to
      maintain the REIT Status of the Trust, as evidenced by a certification
      of the principal financial or accounting officer of the Trust containing
      calculations in reasonable detail satisfactory in form and substance to
      Agent; provided, however, that neither Borrower nor the Trust shall be
      entitled to make any Distributions in connection with the repurchase of
      common or preferred stock of the Trust at any time after an Event of
      Default shall have occurred and be continuing; and
    

    
      (d)                          Notwithstanding the foregoing, at any time
      when an Event of Default shall have occurred and the maturity of the
      Obligations has been accelerated, neither the Borrower nor the Trust
      shall make any Distributions whatsoever, directly or indirectly.
    

    
      §8.8.                  Asset
      Sales.  Neither the Borrower, the Trust nor any Subsidiary
      thereof shall sell, transfer or otherwise dispose of any individual Real
      Estate having a sales price in excess of $75,000,000.00 unless there
      shall have been delivered to the Agent a statement that no Default or
      Event of Default exists immediately prior to such sale, transfer or
      other disposition or would exist  after giving effect to such sale,
      transfer or other disposition.
    

    

    

    
      
        

        

      

      
        
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      §8.9.                  Development
      Activity.  Neither the Borrower, the Trust nor any of their
      respective Subsidiaries shall engage, directly or indirectly, in any
      development except as expressly provided in this §8.9 and subject to the
      terms of §8.10.  The Borrower, the Trust or any of their respective
      Subsidiaries may engage, either directly or, in the case of the
      Borrower, through any Subsidiary or Unconsolidated Affiliate of the
      Borrower, an Investment in which is permitted under §8.3(i), in the
      development of property to be used principally for retail shopping
      centers or a use ancillary thereto (except for the development commonly
      referred to as Aquia) which at any time has a total cost (including
      acquisition, construction and other costs), whether such total costs are
      incurred directly by the Borrower, the Trust or such Subsidiary or
      through an Investment in an Unconsolidated Affiliate permitted under
      §8.3(i), individually for each development project that is not in excess
      of ten percent (10%) of the Consolidated Total Adjusted Asset Value of
      the Borrower, and in the aggregate for all development projects that is
      not in excess of fifteen percent (15%) of the Consolidated Total
      Adjusted Asset Value of the Borrower, without the prior written consent
      of the Majority Banks.  For the purposes of calculating the cost of
      developments by Subsidiaries or Unconsolidated Affiliates, the cost of
      such developments shall be based upon the Borrower’s interest in such
      Subsidiaries or Unconsolidated Affiliates.  For purposes of this §8.9,
      the term “total cost” shall not include (x) costs specifically
      reimbursable by tenants or shadow anchors (other than through rent or a
      gross up of rent), (y) capitalized general and administrative expenses,
      or (z) operating expenses and interest to the extent of operating income
      received from the applicable development property, and the term
      “development” shall include the new construction of a shopping center
      complex or the substantial renovation of improvements to real property
      which materially change the character or size thereof, but shall not
      include the addition of amenities or other related facilities to
      existing Real Estate which is already used principally for shopping
      centers; provided, however, that the term “development”
      shall not include demolition of existing structures performed by
      Borrower or the addition of an anchor store to an existing shopping
      center project provided that the construction of such improvements is
      performed by the tenant, and the Borrower (or any Subsidiary or
      Unconsolidated Affiliate thereof), the Trust or its respective
      Subsidiary, as applicable, is only obligated to reimburse such tenant
      for a fixed amount with respect to the cost of such construction upon
      completion of such construction by such tenant.  The Borrower and the
      Trust each acknowledges that the decision of the Majority Banks to grant
      or withhold such consent shall be based on such factors as the Majority
      Banks deem relevant in their sole discretion, including without
      limitation, evidence of sufficient funds both from borrowings and equity
      to complete such development and evidence that the Borrower (or any
      Subsidiary or Unconsolidated Affiliate thereof), the Trust or either of
      its Subsidiaries has the resources and expertise necessary to complete
      such project.  Nothing herein shall prohibit the Borrower, the Trust or
      any of their respective Subsidiaries thereof from entering into an
      agreement to acquire Real Estate which has been developed and initially
      leased by another Person.  Neither the Borrower (or any Subsidiary or
      Unconsolidated Affiliate thereof), the Trust nor any Subsidiary thereof
      shall acquire or hold any number of undeveloped parcels of Real Estate
      which in the aggregate exceed five percent (5%) of the Consolidated
      Total Adjusted Asset Value of the Borrower without the prior written
      consent of the Majority Banks, provided that the acquisition or
      holding of any outlots or property adjacent to any Real Estate owned by
      the Borrower (or any Subsidiary or Unconsolidated Affiliate thereof),
      the Trust or any Subsidiary thereof shall not be deemed to be an
      undeveloped parcel of Real Estate for this purpose and options and
      purchase agreements to acquire any property shall not be deemed an
      acquisition or holding of such property.  Further, any new development
      project permitted under the terms of this §8.9 engaged in by the
      Borrower (or any Subsidiary or Unconsolidated Affiliate thereof), the
      Trust or any Subsidiary thereof, before any vertical construction
      commences on any phase of such project, shall be either (i) at least
      fifty percent (50%) pre-leased (based on the gross leasable area of the
      improvements to the development, or the phase of the development project
      being developed if the Borrower submits and the Agent agrees that the
      development consists of more than one (1) phase, excluding outlots),
      including all anchors in such phase (it being agreed that Borrower shall
      receive a credit against such occupancy requirement for any space to be
      occupied by an anchor that has been conveyed to such anchor), or under a
      purchase agreement to sell and all construction bids shall be in place,
      and any such development shall continue to be deemed an undeveloped
      parcel until such time as construction commences, or (ii) sufficiently
      pre-leased such that based on such leases the gross income from such
      leases upon completion of such project shall equal or exceed projected
      operating expenses (including reserves for expenses not paid on a
      monthly basis).  For purposes of this §8.9, property shall be deemed to
      be in development at all times that it is Under Development.
    

    

    

    
      
        

        

      

      
        
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      §8.10.                 Restrictions
      on New Development Activity and New Redevelopment Activity.  
    

    
      (a)                          In the event that a High Leverage Condition
      Exists, neither the Borrower, the Trust nor any of their respective
      Subsidiaries shall engage, directly or indirectly (including through
      other Investments), in any New Redevelopment Activity without Agent’s
      prior written consent unless Borrower certifies (and provides any
      back-up documentation reasonably required by Agent) to Agent that (i)
      Borrower has sufficient capital through committed equity, third party
      debt or funds directly available to Borrower, Trust or their respective
      Subsidiaries (other than from the Liquidity described in clause (ii)
      below) to complete such New Redevelopment Activity on a timely basis,
      and (ii) Borrower maintains Liquidity of not less than $8,000,000.00
      beyond the Total Construction Costs reasonably estimated by Borrower to
      complete all such New Redevelopment Activity in the aggregate; provided,
      however, that no written consent from Agent or certificate from
      Borrower to Agent shall be required (x) in the event that the Total
      Construction Costs estimated by Borrower to complete such individual New
      Redevelopment Activity do not exceed $3,000,000.00 at such time as site
      work or vertical construction for the New Redevelopment Activity is
      commenced, or (y) in the event that the terms of any joint venture
      agreement in effect as of the date of this Agreement require the New
      Redevelopment Activity to occur without the prior approval by Borrower
      or its Subsidiaries, or would force a liquidation of the joint venture
      or a sale of the property if such approval is not given.
    

    
      (b)                          In the event that a High Leverage condition
      exists, neither the Borrower, the Trust nor any of their respective
      Subsidiaries shall engage, directly or indirectly (including through
      other Investments) in any New Development Activity except to the extent
      that the terms of any joint venture agreement in effect as of the date
      of this Agreement requires a New Development Activity to occur without
      the prior approval by Borrower or its Subsidiaries, or would force a
      liquidation of the joint venture or a sale of property if such approval
      is not given.  Agent and the Banks acknowledge and agree that that
      projects described on Schedule 8.10 hereto shall not constitute New
      Development Activity.
    

    
      (c)                          In the event that a Target Leverage
      Condition exists, Borrower, the Trust and their Subsidiaries may pursue
      New Redevelopment Activity and New Development Activity subject to the
      limitations in §8.9.  
    

    

    

    
      
        

        

      

      
        
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      (d)                          The terms of this §8.10 shall not limit the
      terms of §8.9.
    

    
      §8.11.                 Trust
      Preferred Equity and Subordinated Debt.  The Borrower and the
      Trust shall not permit the Trust Preferred Equity and Subordinated Debt
      to exceed in the aggregate $150,000,000 (provided that to the extent any
      such Trust Preferred Equity and Subordinated Debt exceeds such limit,
      such excess shall be considered Indebtedness for the purposes of this
      Agreement).  The Borrower and the Trust will not make or permit any
      amendment or modification to the indenture, note or other agreements
      evidencing or governing any Trust Preferred Equity or Subordinated Debt
      without Agent’s prior written approval, or directly or indirectly pay,
      prepay, defease or in substance defease, purchase, redeem, retire or
      otherwise acquire any Trust Preferred Equity or Subordinated Debt.
    

    
      §9.      FINANCIAL COVENANTS OF
      THE TRUST AND THE BORROWER.
    

    
      The Borrower and the Trust, jointly and severally, covenant and agree
      that, so long as any Loan, Letter of Credit or Note is outstanding or
      any Bank has any obligation to make any Loans or issue any Letters of
      Credit, each of them will comply with the following:
    

    
      §9.1.                  Liabilities
      to Assets Ratio.  Each of the Borrower and the Trust will not
      permit the ratio of its Consolidated Total Liabilities to Consolidated
      Total Adjusted Asset Value to exceed the ratios set forth below for the
      periods specified below.
    

    
    	
          
            Period Ending on or Before:
          

        	
          
            Total Leverage Ratio
          

        
	
          March 30, 2011
        	
          65%
        
	
          March 31, 2011 and Thereafter
        	
          60%
        


    

    
      §9.2.                  Fixed
      Charges Coverage.  The Borrower will not permit the Borrower’s
      Consolidated Operating Cash Flow for the period covered by the four (4)
      previous consecutive fiscal quarters (treated as a single accounting
      period) to be less than 1.50 times the Fixed Charges of the Borrower and
      the Trust for such period; provided, however, that for
      purposes of determining compliance with this covenant, prior to such
      time as the Borrower has owned and operated a parcel of Real Estate for
      four (4) full fiscal quarters, the Operating Cash Flow with respect to
      such parcel of Real Estate for the number of full fiscal quarters which
      the Borrower has owned and operated such parcel of Real Estate as
      annualized shall be utilized.  Additionally, for the purposes of
      calculating Consolidated Operating Cash Flow under this §9.2, Operating
      Cash Flow attributable to any Redevelopment Property shall be included
      even if such Redevelopment Property is then being valued at cost for the
      purposes of calculating Borrower’s Consolidated Total Adjusted Asset
      Value.  For the purposes of this §9.2, the Operating Cash Flow and Debt
      Service attributable to any Real Estate and the principal indebtedness
      repaid as a part of such sale shall be excluded from the calculations
      when such Real Estate is sold.
    

    
      §9.3.                  Consolidated
      Tangible Net Worth.  The Borrower will not permit its
      Consolidated Tangible Net Worth to be less than $450,000,000.00 plus
      seventy-five percent (75%) of any Net Offering Proceeds from Equity
      Offerings received by the Borrower or the Trust after the date of this
      Agreement (except to the extent of any of such Net Offering Proceeds
      from an issuance of common equity or Preferred Equity of the Borrower or
      the Trust which are used to retire an existing issue of preferred equity
      of Borrower or the Trust, respectively).
    

    

    

    
      
        

        

      

      
        
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      §9.4.                  [Intentionally
      Omitted].  
    

    
      §9.5.                  Borrowing
      Base Test.  The Borrower shall not at any time permit (i) the
      sum of the Outstanding Revolving Credit Loans, Outstanding Swing Line
      Loans, Outstanding Term Loans and Letter of Credit Liabilities to exceed
      (ii) the Borrowing Base Availability.  
    

    
      §10.     CLOSING CONDITIONS.
    

    
      The obligations of the Agent and the Banks to enter into this Agreement
      and to make the Loans or to issue Letters of Credit shall be subject to
      the satisfaction of the following:
    

    
      §10.1.                 Loan
      Documents.  Each of the Loan Documents shall have been duly
      executed and delivered by the respective parties thereto, shall be in
      full force and effect and shall be in form and substance reasonably
      satisfactory to the Agent.  The Agent shall have received a fully
      executed copy of each such document, except that each Bank shall have
      received a fully executed counterpart of its Note, if any.
    

    
      §10.2.                 Certified
      Copies of Organizational Documents.  The Agent shall have
      received from the Borrower a copy, certified as of a recent date by the
      appropriate officer of each State in which the Borrower, the Guarantors
      or any of their respective Subsidiaries, as applicable, is organized or
      in which the Real Estate is located and a duly authorized partner,
      member or officer of such Person, as applicable, to be true and
      complete, of the partnership agreement, corporate charter, declaration
      of trust or other organizational documents of the Borrower, the
      Guarantors, or any Subsidiary, as applicable, or its qualification to do
      business, as applicable, as in effect on such date of certification.
    

    
      §10.3.                 Resolutions.  All
      action on the part of the Borrower, the Guarantors, or any of their
      respective Subsidiaries as applicable, necessary for the valid
      execution, delivery and performance by such Person of this Agreement and
      the other Loan Documents to which such Person is or is to become a party
      shall have been duly and effectively taken, and evidence thereof
      satisfactory to the Agent shall have been provided to the Agent.  The
      Agent shall have received from the Trust true copies of the resolutions
      adopted by its board of directors authorizing the transactions described
      herein, each certified by its secretary as of a recent date to be true
      and complete.
    

    
      §10.4.                 Incumbency
      Certificate; Authorized Signers.  The Agent shall have received
      incumbency certificates, dated as of the date of this Agreement, signed
      by a duly authorized officer of the Trust (with respect to the Borrower
      and the Guarantors) and giving the name and bearing a specimen signature
      of each individual who shall be authorized to sign, in the name and on
      behalf of the Borrower and the Guarantors, each of the Loan Documents to
      which such Person is or is to become a party.  The Agent shall have also
      received from the Borrower a certificate, dated as of the date of this
      Agreement, signed by a duly authorized officer of the Borrower and
      giving the name and specimen signature of each individual who shall be
      authorized to make Loan and Conversion Requests, and to give notices and
      to take other action on behalf of the Borrower under the Loan Documents.
    

    

    

    
      
        

        

      

      
        
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      §10.5.                 Opinion
      of Counsel.  The Agent shall have received a favorable opinion
      addressed to the Banks and the Agent and dated as of the date of this
      Agreement, in form and substance satisfactory to the Banks and the
      Agent, from counsel of the Borrower and the Guarantors as to such
      matters as the Agent shall reasonably request.
    

    
      §10.6.                 Payment
      of Fees.  The Borrower shall have paid to KeyBank the fees
      required to be paid at closing pursuant to §4.2.
    

    
      §10.7.                 Performance;
      No Default.  The Borrower and Guarantors shall have performed
      and complied with all terms and conditions herein required to be
      performed or complied with by it on or prior to the Closing Date, and on
      the Closing Date there shall exist no Default or Event of Default.
    

    
      §10.8.                 Representations
      and Warranties.  The representations and warranties made by the
      Borrower, the Guarantors and their Subsidiaries in the Loan Documents or
      otherwise made by or on behalf of the Borrower, the Guarantors or any of
      their respective Subsidiaries in connection therewith or after the date
      thereof shall have been true and correct in all material respects when
      made and shall also be true and correct in all material respects on the
      Closing Date.
    

    
      §10.9.                 Proceedings
      and Documents.  All proceedings in connection with the
      transactions contemplated by this Agreement and the other Loan Documents
      shall be reasonably satisfactory to the Agent and the Agent’s Special
      Counsel in form and substance, and the Agent shall have received all
      information and such counterpart originals or certified copies of such
      documents and such other certificates, opinions or documents as the
      Agent and the Agent’s Special Counsel may reasonably require.
    

    
      §10.10.                Stockholder
      and Partner Consents.  The Agent shall have received evidence
      satisfactory to the Agent that all necessary stockholder, member and
      partner consents required in connection with the consummation of the
      transactions contemplated by this Agreement and the other Loan Documents
      have been obtained.
    

    
      §10.11.                Compliance
      Certificate.  A Compliance Certificate dated as of the date of
      this Agreement demonstrating compliance with each of the covenants
      calculated therein as of the most recent fiscal quarter end for which
      the Borrower or the Trust has provided financial statements under §6.4,
      adjusted in the best good faith estimate of the Borrower or the
      Guarantor, as applicable, dated as of the date of this Agreement shall
      have been delivered to the Agent.
    

    
      §10.12.                Contribution
      Agreement.  The Agent shall have received a fully executed
      counterpart of the Contribution Agreement.
    

    
      §10.13.                No
      Legal Impediment.  No change shall have occurred in any law or
      regulations thereunder or interpretations thereof that in the reasonable
      opinion of any Bank would make it illegal for such Bank to make such
      Loan.
    

    

    

    
      
        

        

      

      
        
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      §10.14.                Governmental
      Regulation.  Each Bank shall have received such statements in
      substance and form reasonably satisfactory to such Bank as such Bank
      shall require for the purpose of compliance with any applicable
      regulations of the Comptroller of the Currency or the Board of Governors
      of the Federal Reserve System.
    

    
      §10.15.                Appraisals.  The
      Agent shall have determined the Appraised Value of each of the Mortgaged
      Properties.
    

    
      §10.16.                Eligible
      Real Estate Qualification Documents.  Agent shall have received
      and approved the Eligible Real Estate Qualification Documents for the
      Mortgaged Properties accepted as Collateral as of the Closing Date.
    

    
      §10.17.                Other.  The
      Agent shall have reviewed such other documents, instruments,
      certificates, opinions, assurances, consents and approvals as the Agent
      or the Agent’s Special Counsel may reasonably have requested.
    

    
      §11.     CONDITIONS TO ALL BORROWINGS.
    

    
      The obligations of the Banks to make any Loan or to issue Letters of
      Credit, whether on or after the date of this Agreement, shall also be
      subject to the satisfaction of the following conditions precedent:
    

    
      §11.1.                 Prior
      Conditions Satisfied.  All conditions set forth in §10 shall
      continue to be satisfied as of the date upon which any Loan is to be
      made or any Letter of Credit is to be issued.
    

    
      §11.2.                 Representations
      True; No Default.  Each of the representations and warranties
      made by or on behalf of the Borrower, the Guarantors or any of their
      respective Subsidiaries contained in this Agreement, the other Loan
      Documents or in any document or instrument delivered pursuant to or in
      connection with this Agreement shall be true as of the date as of which
      they were made and shall also be true at and as of the time of the
      making of such Loan or the issuance of such Letter of Credit with the
      same effect as if made at and as of that time (except to the extent of
      changes resulting from transactions contemplated or permitted by this
      Agreement and the other Loan Documents and changes occurring in the
      ordinary course of business that singly or in the aggregate are not
      materially adverse, and except to the extent that such representations
      and warranties relate expressly to an earlier date) and no Default or
      Event of Default shall have occurred and be continuing.  The Agent shall
      have received a certificate of the Borrower and the Trust signed by an
      authorized officer of the Borrower and the Trust to such effect.
    

    
      §11.3.                 Borrowing
      Documents.  In the case of any request for a Loan and/or a
      Letter of Credit, as applicable, the Agent (and Issuing Bank with
      respect to a request for a Letter of Credit) shall have received the
      request for a Revolving Credit Loan required by §2.5 in the form of Exhibit
      E hereto, fully completed and/or the Letter of Credit Application
      required by §2.9 in the form of Exhibit G hereto, fully
      completed.
    

    
      §11.4.                 Endorsement
      to Title Policy.  At such time as the Agent shall determine in
      its discretion, to the extent available under applicable law, a “date
      down” endorsement to each Title Policy indicating no change in the state
      of title and containing no survey exceptions not approved by the Agent,
      which endorsement shall, expressly or by virtue of a proper “revolving
      credit” clause or endorsement in the Title Policy, increase the coverage
      of the Title Policy to the aggregate amount of all Loans advanced and
      outstanding and all Letters of Credit issued and outstanding on or
      before the effective date of such endorsement (provided that the amount
      of coverage under an individual Title Policy for an individual Mortgaged
      Property need not equal the aggregate amount of all Loans), or if such
      endorsement is not available, such other evidence and assurances as the
      Agent may reasonably require (which evidence may include, without
      limitation, an affidavit from the Borrower stating that there have been
      no changes in title from the date of the last effective date of the
      Title Policy).
    

    

    

    
      
        

        

      

      
        
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      §11.5.                 Future
      Advances Tax Payment.  The Borrower will pay to the Agent any
      mortgage, recording, intangible, documentary stamp or other similar
      taxes and charges which the Agent reasonably determines to be payable as
      a result of such Loan to any state or any county or municipality thereof
      in which any of the Mortgaged Properties is located and deliver to the
      Agent such affidavits or other information which the Agent reasonably
      determines to be necessary in connection with the payment of such tax,
      in order to insure that the Security Deeds on Mortgaged Property located
      in such state secure the Borrower’s obligation with respect to the Loans
      then being requested by the Borrower.  The provisions of this §11.5
      shall be without limitation of the Borrower’s obligations under other
      provisions of the Loan Documents, including, without limitation, §15
      hereof.
    

    
      §12.     EVENTS OF DEFAULT;
      ACCELERATION; ETC.
    

    
      §12.1.                 Events
      of Default and Acceleration.  If any of the following events
      (“Events of Default” or, if the giving of notice or the lapse of time or
      both is required, then, prior to such notice or lapse of time,
      “Defaults”) shall occur:
    

    
      (a)                          the Borrower shall fail to pay any
      principal of any of the Loans after the same shall become due and
      payable, whether at the stated date of maturity or any accelerated date
      of maturity or at any other date fixed for payment;
    

    
      (b)                          the Borrower shall fail to pay any interest
      on the Loans, any reimbursement obligations with respect to the Letters
      of Credit, or any other fees or sums due hereunder or under any of the
      other Loan Documents, within ten (10) days after the same shall become
      due and payable, whether at the stated date of maturity or any
      accelerated date of maturity or at any other date fixed for payment;
    

    
      (c)                          the Borrower or the Trust shall fail to
      comply with any covenant contained in §9, and such failure shall
      continue for thirty (30) days after written notice thereof shall have
      been given to the Borrower by the Agent; provided, however, that in the
      event that Borrower or the Trust shall fail to comply with the covenant
      set forth in §9.5, then the same shall not constitute a Default
      hereunder in the event that Borrower prepays the Loans or provides
      additional Mortgaged Property in accordance with the terms of this
      Agreement in an amount sufficient such that Borrower and the Trust would
      be fully in compliance with the covenant set forth in §9.5 within ninety
      (90) days of the earlier to occur of (i) Borrower obtaining knowledge of
      such noncompliance, (ii) Borrower reporting any such noncompliance, or
      (iii) receipt by Borrower of written notice of such noncompliance from
      Agent; provided further that within thirty (30) days of the earlier to
      occur of the events described in clauses (i)-(iii) above of this
      §12.1(c), Borrower shall deliver to Agent a description of its proposed
      plan to cure such noncompliance under §9.5 (although the failure to
      follow such plan shall not constitute an independent Default under this
      §12.1(c)); and provided further, that during any period in which
      Borrower or the Trust shall fail to be in compliance of any covenant in
      §9.5, then the Banks shall have no obligation to make Loans or to issue
      Letters of Credit;
    

    

    

    
      
        

        

      

      
        
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      (d)                          the Borrower or any Guarantor or any of
      their respective Subsidiaries shall fail to perform any other material
      term, covenant or agreement contained herein or in any of the other Loan
      Documents (other than those specified in this §12), and such failure
      shall continue for thirty (30) days after written notice thereof shall
      have been given to the Borrower by the Agent; provided, however,
      that in the event that such failure shall be a failure to comply with
      the terms of §8.7(a) or (b), the Borrower shall be afforded a period of
      one (1) fiscal quarter to cure such failure provided that the
      Distribution which caused such failure was historically consistent with
      prior dividends;  
    

    
      (e)                          any representation or warranty made by or
      on behalf of the Borrower, any Guarantor or any of their respective
      Subsidiaries in this Agreement or any other Loan Document, or in any
      report, certificate, financial statement, request for a Loan, or in any
      other document or instrument delivered pursuant to or in connection with
      this Agreement, any advance of a Loan or any of the other Loan Documents
      shall prove to have been false in any material respect upon the date
      when made or deemed to have been made or repeated;
    

    
      (f)                          the Borrower, any Guarantor or any of their
      respective Subsidiaries shall fail to pay at maturity, or within any
      applicable period of grace, any obligation for borrowed money or credit
      received or other Indebtedness (including, without limitation, any
      Derivatives Contract), or fail to observe or perform any material term,
      covenant or agreement contained in any agreement by which it is bound,
      evidencing or securing any such borrowed money or credit received or
      other Indebtedness (including, without limitation, any Derivatives
      Contract)for such period of time as would permit (assuming the giving of
      appropriate notice if required) the holder or holders thereof or of any
      obligations issued thereunder to accelerate the maturity thereof or
      require the prepayment or purchase thereof, provided that the
      events described in this §12.1(f) shall not constitute an Event of
      Default unless such failure to perform, together with other failures to
      perform as described in this §12.1(f), involve singly or in the
      aggregate obligations for Recourse Indebtedness totaling in excess of
      $10,000,000.00 or Non-recourse Indebtedness totaling in excess of
      $30,000,000.00;
    

    
      (g)                          the Borrower, any Guarantor or any of their
      respective Subsidiaries, (i) shall make an assignment for the benefit of
      creditors, or admit in writing its general inability to pay or generally
      fail to pay its debts as they mature or become due, or shall petition or
      apply for the appointment of a trustee or other custodian, liquidator or
      receiver of any such Person or of any substantial part of the assets of
      any thereof, (ii) shall commence any case or other proceeding relating
      to any such Person under any bankruptcy, reorganization, arrangement,
      insolvency, readjustment of debt, dissolution or liquidation or similar
      law of any jurisdiction, now or hereafter in effect, or (iii) shall take
      any action to authorize or in furtherance of any of the foregoing;
    

    

    

    
      
        

        

      

      
        
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      (h)                          a petition or application shall be filed
      for the appointment of a trustee or other  custodian, liquidator or
      receiver of any of the Borrower, any Guarantor or any of their
      respective Subsidiaries or any substantial part of the assets of any
      thereof, or a case or other proceeding shall be commenced against any
      such Person under any bankruptcy, reorganization, arrangement,
      insolvency, readjustment of debt, dissolution or liquidation or similar
      law of any jurisdiction, now or hereafter in effect, and any such Person
      shall indicate its approval thereof, consent thereto or acquiescence
      therein or such petition, application, case or proceeding shall not have
      been dismissed within sixty (60) days following the filing or
      commencement thereof;
    

    
      (i)                          a decree or order is entered appointing any
      trustee, custodian, liquidator or receiver or adjudicating any of the
      Borrower, any Guarantor or any of their respective Subsidiaries bankrupt
      or insolvent, or approving a petition in any such case or other
      proceeding, or a decree or order for relief is entered in respect of any
      such Person in an involuntary case under federal bankruptcy laws as now
      or hereafter constituted;
    

    
      (j)                          there shall remain in force, undischarged,
      unsatisfied and unstayed, for more than sixty (60) days, whether or not
      consecutive, any uninsured final judgment against any of the Borrower,
      any Guarantor or any of their respective Subsidiaries that, with other
      outstanding uninsured final judgments, undischarged, against such
      Persons exceeds in the aggregate $10,000,000.00;
    

    
      (k)                          any of the Loan Documents or the
      Contribution Agreement shall be canceled, terminated, revoked or
      rescinded otherwise than in accordance with the terms thereof or with
      the express prior written agreement, consent or approval of the Banks,
      or any action at law, suit in equity or other legal proceeding to
      cancel, revoke or rescind any of the Loan Documents or the Contribution
      Agreement shall be commenced by or on behalf of the Borrower, any
      Guarantor, any of their respective Subsidiaries or any of their
      respective holders of Voting Interests, or any court or any other
      governmental or regulatory authority or agency of competent jurisdiction
      shall make a determination that, or issue a judgment, order, decree or
      ruling to the effect that, any one or more of the Loan Documents or the
      Contribution Agreement is illegal, invalid or unenforceable in
      accordance with the terms thereof;
    

    
      (l)                          any dissolution, termination, partial or
      complete liquidation, merger or consolidation of the Borrower or the
      Trust or any of their respective Subsidiaries or any sale, transfer or
      other disposition of the assets of the Borrower, the Trust or any of
      their respective Subsidiaries other than as permitted under the terms of
      this Agreement or the other Loan Documents;
    

    
      (m)                          any suit or proceeding shall be filed
      against the Borrower or any Guarantor or any of their respective
      Subsidiaries or any of their respective assets which in the good faith
      business judgment of the Majority Banks after giving consideration to
      the likelihood of success of such suit or proceeding and the
      availability of insurance to cover any judgment with respect thereto and
      based on the information available to them if adversely determined,
      would have a materially adverse effect on the ability of the Borrower,
      any Guarantor or any of their respective Subsidiaries to perform each
      and every one of its obligations under and by virtue of the Loan
      Documents and such suit or proceeding is not dismissed within sixty (60)
      days following the filing or commencement thereof;
    

    

    

    
      
        

        

      

      
        
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      (n)                          the Borrower, any Guarantor, any of their
      respective Subsidiaries or any Person so connected with them shall be
      indicted for a federal crime, a punishment for which could include the
      forfeiture of any assets of Borrower, any Guarantor or any of their
      respective Subsidiaries, including the Real Estate;
    

    
      (o)                          with respect to any Guaranteed Pension
      Plan, an ERISA Reportable Event shall have occurred and the Majority
      Banks shall have determined in their reasonable discretion that such
      event reasonably could be expected to result in liability of the
      Borrower, any Guarantor or any of their respective Subsidiaries to the
      PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding
      $1,000,000 and such event in the circumstances occurring reasonably
      could constitute grounds for the termination of such Guaranteed Pension
      Plan by the PBGC or for the appointment by the appropriate United States
      District Court of a trustee to administer such Guaranteed Pension Plan;
      or a trustee shall have been appointed by the United States District
      Court to administer such Plan or the PBGC shall have instituted
      proceedings to terminate such Guaranteed Pension Plan;
    

    
      (p)                          a Change of Control shall occur;
    

    
      (q)                          Dennis Gershenson shall cease to be active
      on a daily basis in the management of the Trust and the Borrower and a
      competent and experienced successor for such Person shall not be
      approved by the Majority Banks within six (6) months of such event, such
      approval not to be unreasonably withheld;
    

    
      (r)                          any Event of Default (as defined in any of
      the other Loan Documents) shall occur; or
    

    
      (s)                          The Borrower and the Guarantor and any of
      their respective Subsidiaries shall fail to pay at maturity, or within
      any applicable period of grace, any Subordinated Debt, or fail to
      observe or perform any material term, covenant or agreement contained in
      any agreement by which it is bound, evidencing or securing any such
      Subordinated Debt for such period of time as would permit (assuming the
      giving of appropriate notice if required) the holder or holders thereof
      or of any obligations issued thereunder to accelerate the maturity
      thereof or require a redemption, retirement, prepayment, purchase or
      defeasance thereof;
    

    
      then, and in any such event, the Agent may, and upon the request of the
      Majority Banks shall, by notice in writing to the Borrower (in addition
      to the rights afforded under §12.3) (i) declare all amounts owing with
      respect to this Agreement, the Notes, the Letters of Credit and the
      other Loan Documents to be, and they shall thereupon forthwith become,
      immediately due and payable without presentment, demand, protest or
      other notice of any kind, all of which are hereby expressly waived by
      the Borrower, and (ii) require the Borrower to immediately cash
      collateralize all outstanding Letters of Credit or obtain replacement
      letters of credit for such Letters of Credit, all in a manner
      satisfactory to the Issuing Bank and the Majority Banks, or
      alternatively upon demand by Agent, the Issuing Bank or the Majority
      Revolving Credit Banks in their absolute and sole discretion, and
      regardless of whether the conditions precedent in this Agreement for a
      Revolving Credit Loan have been satisfied, the Revolving Credit Banks
      will cause a Revolving Credit Loan to be made in the undrawn amount of
      all Letters of Credit, the proceeds of which will be pledged to and held
      by Agent as security for any amounts that become payable under the
      Letters of Credit and all other Obligations and Hedge Obligations.  Upon
      any draws under Letters of Credit, at Agent’s sole discretion, Agent may
      apply any such amounts to the repayment of amounts drawn thereunder and
      upon the expiration of the Letters of Credit any remaining amounts will
      be applied to the payment of all other Obligations and Hedge Obligations
      or if there are no outstanding Obligations or Hedge Obligations and the
      Banks have no further obligation to make Revolving Credit Loans or issue
      Letters of Credit or if such excess no longer exists, such proceeds
      deposited by the Borrower will be released to the Borrower.  In the
      event of any Event of Default specified in §12.1(g), §12.1(h) or
      §12.1(i), all such amounts shall become immediately due and payable
      automatically without any requirement of presentment, demand, protest or
      other notice of any kind from any of the Banks or the Agent.
    

    

    

    
      
        

        

      

      
        
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      §12.2.                 Limitation
      of Cure Periods.  Notwithstanding the provisions of subsections
      (b), (c) and (d) of §12.1, the cure periods provided therein shall not
      be allowed and the occurrence of a Default thereunder immediately shall
      constitute an Event of Default for all purposes of this Agreement and
      the other Loan Documents if, within the period of twelve (12) months
      immediately preceding the occurrence of such Default, there shall have
      occurred two (2) periods of cure or portions thereof under any one or
      more than one of said subsections.
    

    
      §12.3.                 Termination
      of Commitments.  If any one or more Events of Default specified
      in §12.1(g), §12.1(h) or §12.1(i) shall occur, then immediately and
      without any action on the part of the Agent or any Bank any unused
      portion of the credit hereunder shall terminate and the Banks shall be
      relieved of all obligations to make Loans to the Borrower or to issue
      Letters of Credit for the account of the Borrower.  If any other Event
      of Default shall have occurred, the Agent, upon the election of the
      Majority Revolving Credit Banks, may by notice to the Borrower terminate
      the obligation to make Revolving Credit Loans to the Borrower or to
      issue Letters of Credit for the account of the Borrower or upon the
      election of the Swing Line Bank may terminate the obligation to make
      Swing Line Loans to the Borrower.  No termination under this §12.3 shall
      relieve the Borrower of its obligations to the Banks arising under this
      Agreement or the other Loan Documents.
    

    
      §12.4.                 Remedies.  In
      case any one or more of the Events of Default shall have occurred and be
      continuing, and whether or not the Banks shall have accelerated the
      maturity of the Loans pursuant to §12.1, the Agent on behalf of the
      Banks may, with the consent of the Majority Banks but not otherwise,
      proceed to protect and enforce their rights and remedies under this
      Agreement, the Notes, the Letters of Credit or any of the other Loan
      Documents by suit in equity, action at law or other appropriate
      proceeding, whether for the specific performance of any covenant or
      agreement contained in this Agreement and the other Loan Documents or
      any instrument pursuant to which the Obligations are evidenced,
      including to the full extent permitted by applicable law the obtaining
      of the ex parte appointment of a receiver, and, if such
      amount shall have become due, by declaration or otherwise, proceed to
      enforce the payment thereof or any other legal or equitable right.  No
      remedy herein conferred upon the Agent or the holder of any of the
      Obligations is intended to be exclusive of any other remedy and each and
      every remedy shall be cumulative and shall be in addition to every other
      remedy given hereunder or now or hereafter existing at law or in equity
      or by statute or any other provision of law.  In the event that all or
      any portion of the Obligations is collected by or through an
      attorney-at-law, the Borrower shall pay all costs of collection
      including, but not limited to, reasonable attorneys’ fees.
    

    

    

    
      
        

        

      

      
        
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      §12.5.                 Distribution
      of Proceeds.  In the event that, following the occurrence or
      during the continuance of any Event of Default, any monies are received
      in connection with the enforcement of any of the Loan Documents, or
      otherwise with respect to the realization upon any of the assets of the
      Borrower or the Guarantors, such monies shall be distributed for
      application as follows:
    

    
      (a)                          First, to the payment of, or (as the case
      may be) the reimbursement of, the Agent for or in respect of all
      reasonable costs, expenses, disbursements and losses which shall have
      been incurred or sustained by the Agent in connection with the
      collection of such monies by the Agent, for the exercise, protection or
      enforcement by the Agent of all or any of the rights, remedies, powers
      and privileges of the Agent under this Agreement or any of the other
      Loan Documents or in support of any provision of adequate indemnity to
      the Agent against any taxes or liens which by law shall have, or may
      have, priority over the rights of the Agent to such monies;
    

    
      (b)                          Second, to all other Obligations and Hedge
      Obligations in such order or preference as the Majority Banks shall
      determine; provided, however, that (i) Swing Line Loans
      shall be repaid first, (ii) distributions in respect of such Obligations
      shall be made pari passu among Obligations with respect to the Agent’s
      fee payable pursuant to §4.3 and all other Obligations, (iii) in the
      event that any Bank shall have wrongfully failed or refused to make an
      advance under §2.6, §2.9(f) or §2.10(c) and such failure or refusal
      shall be continuing, advances made by other Banks during the pendency of
      such failure or refusal shall be entitled to be repaid as to principal
      and accrued interest in priority to the other Obligations described in
      this subsection (b), (iv) Obligations owing to the Banks with respect to
      each type of Obligation such as interest, principal, fees and expenses
      and Hedge Obligations, shall be made among the Banks and Lender Hedge
      Providers pro rata, and as between Revolving Credit Loans
      and Term Loans shall be made pro rata, and (v) amounts
      received or realized from the Borrower shall be applied against the
      Obligations of the Borrower; and provided, further that the
      Majority Banks may in their discretion make proper allowance to take
      into account any Obligations not then due and payable; and
    

    
      (c)                          Third, the excess, if any, shall be
      returned to the Borrower or to such other Persons as are entitled
      thereto.
    

    
      §13.     SETOFF.
    

    
      Regardless of the adequacy of any collateral, during the continuance of
      any Event of Default, any deposits (general or specific, time or demand,
      provisional or final, regardless of currency, maturity, or the branch of
      where such deposits are held) or other sums credited by or due from any
      of the Banks to the Borrower or any Guarantor and any securities or
      other property of the Borrower or any Guarantor in the possession of
      such Bank may be applied to or set off against the payment of
      Obligations of such Person and any and all other liabilities, direct, or
      indirect, absolute or contingent, due or to become due, now existing or
      hereafter arising, of such Person to such Bank; provided that no Bank
      shall exercise such right of setoff without the prior approval of the
      Agent.  Each of the Banks agrees with each other Bank that if such Bank
      shall receive from the Borrower or any Guarantor, whether by voluntary
      payment, exercise of the right of setoff, or otherwise, and shall retain
      and apply to the payment of the Obligations owed to such Bank (but
      excluding any Swing Line Note) any amount in excess of its ratable
      portion of the payments received by all of the Banks with respect to the
      Obligations held by all of the Banks, such Bank will make such
      disposition and arrangements with the other Banks with respect to such
      excess, either by way of distribution, pro tanto assignment of
      claims, subrogation or otherwise as shall result in each Bank receiving
      in respect of the Obligations held by it its proportionate payment as
      contemplated by this Agreement; provided that if all or any part
      of such excess payment is thereafter recovered from such Bank, such
      disposition and arrangements shall be rescinded and the amount restored
      to the extent of such recovery, but without interest.
    

    

    

    
      
        

        

      

      
        
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      §14.     THE AGENT.
    

    
      §14.1.                 Authorization.  The
      Agent is authorized to take such action on behalf of each of the Banks
      and to exercise all such powers as are hereunder and under any of the
      other Loan Documents and any related documents delegated to the Agent,
      together with such powers as are reasonably incident thereto, provided
      that no duties or responsibilities not expressly assumed herein or
      therein shall be implied to have been assumed by the Agent.  The
      obligations of the Agent hereunder are primarily administrative in
      nature, and nothing contained in this Agreement or any of the other Loan
      Documents shall be construed to constitute the Agent as a trustee for
      any Bank or to create any agency or fiduciary relationship.  Agent shall
      act as the contractual representative of the Banks hereunder, and
      notwithstanding the use of the term “Agent” it is understood and agreed
      that Agent shall not have any fiduciary duties or responsibilities to
      any Bank or by reason of this Agreement or any of the other Loan
      Documents and is acting as an independent contractor, the rights and
      duties of which are limited to those expressly set forth in this Loan
      Agreement and the other Loan Documents.  The Borrower and any other
      Person shall be entitled to conclusively rely on a statement from the
      Agent that it has the authority to act for and bind the Banks pursuant
      to this Agreement and the other Loan Documents.
    

    
      §14.2.                 Employees
      and Agents.  The Agent may exercise its powers and execute its
      duties by or through employees or agents and shall be entitled to take,
      and to rely on, advice of counsel concerning all matters pertaining to
      its rights and duties under this Agreement and the other Loan
      Documents.  The Agent may utilize the services of such Persons as the
      Agent may reasonably determine, and all reasonable fees and expenses of
      any such Persons shall be paid by the Borrower.
    

    
      §14.3.                 No
      Liability.  Neither the Agent nor any of its shareholders,
      directors, officers or employees nor any other Person assisting them in
      their duties nor any agent, or employee thereof, shall be liable to any
      of the Banks for any waiver, consent or approval given or any action
      taken, or omitted to be taken, in good faith by it or them hereunder or
      under any of the other Loan Documents, or in connection herewith or
      therewith, or be responsible for the consequences of any oversight or
      error of judgment whatsoever, except that the Agent or such other
      Person, as the case may be, may be liable for losses due to its willful
      misconduct or gross negligence.  The Agent shall not be deemed to have
      knowledge or notice of the occurrence of any Default or Event of
      Default, except with respect to defaults in the payment of principal,
      interest and fees required to be paid to the Agent for the account of
      the Banks, unless the Agent has received notice from a Bank or the
      Borrower referring to the Loan Documents and describing with reasonable
      specificity such Default or Event of Default and stating that such
      notice is a “notice of default”.
    

    

    

    
      
        

        

      

      
        
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      §14.4.                 No
      Representations.  The Agent shall not be responsible for the
      execution or validity or enforceability of this Agreement, the Notes,
      any of the other Loan Documents or any instrument at any time
      constituting, or intended to constitute, collateral security for the
      Obligations, or for the value of any such collateral security or for the
      validity, enforceability or collectability of any such amounts owing
      with respect to the Obligations, or for any recitals or statements,
      warranties or representations made herein or any agreement, instrument
      or certificate delivered in connection therewith or in any of the other
      Loan Documents or in any certificate or instrument hereafter furnished
      to it by or on behalf of the Borrower, the Guarantor or any of their
      respective Subsidiaries, or be bound to ascertain or inquire as to the
      performance or observance of any of the terms, conditions, covenants or
      agreements herein or in any other of the Loan Documents.  The Agent
      shall not be bound to ascertain whether any notice, consent, waiver or
      request delivered to it by the Borrower, the Guarantor, any of their
      respective Subsidiaries or any holder of any of the Obligations shall
      have been duly authorized or is true, accurate and complete.  The Agent
      has not made nor does it now make any representations or warranties,
      express or implied, nor does it assume any liability to the Banks, with
      respect to the creditworthiness or financial condition of the Borrower,
      the Guarantors or any of their respective Subsidiaries or the value of
      the Collateral or any of the other assets of the Borrower, the
      Guarantors or their respective Subsidiaries.  Each Bank acknowledges
      that it has, independently and without reliance upon the Agent or any
      other Bank, and based upon such information and documents as it has
      deemed appropriate, made its own credit analysis and decision to enter
      into this Agreement.  Each Bank also acknowledges that it will,
      independently and without reliance upon the Agent or any other Bank,
      based upon such information and documents as it deems appropriate at the
      time, continue to make its own credit analysis and decisions in taking
      or not taking action under this Agreement and the other Loan
      Documents.  Agent’s Special Counsel has only represented Agent and
      KeyBank in connection with the Loan Documents and the only
      attorney-client relationship or duty of care is between Agent’s Special
      Counsel and Agent or KeyBank.  Each Bank has been independently
      represented by separate counsel on all matters regarding the Loan
      Documents.
    

    
      §14.5.                 Payments.
    

    
      (a)                          A payment by the Borrower or the Guarantors
      to the Agent hereunder or under any of the other Loan Documents for the
      account of any Bank shall constitute a payment to such Bank.  The Agent
      agrees to distribute to each Bank not later than one Business Day after
      the Agent’s receipt of good funds, determined in accordance with the
      Agent’s customary practices, such Bank’s pro rata
      share of payments received by the Agent for the account of the Banks
      except as otherwise expressly provided herein or in any of the other
      Loan Documents.  In the event the Borrower makes payments to Agent in
      immediately available funds on or before the time required in this
      Agreement for such payment, and Agent fails to distribute such amounts
      on the same Business Day as received, the Agent shall pay interest on
      such amount at a rate per annum equal to the Federal Funds Effective
      Rate from time to time in effect.
    

    
      (b)                          If in the opinion of the Agent the
      distribution of any amount received by it in such capacity hereunder,
      under the Notes or under any of the other Loan Documents might involve
      it in liability, it may refrain from making distribution until its right
      to make distribution shall have been adjudicated by a court of competent
      jurisdiction.  If a court of competent jurisdiction shall adjudge that
      any amount received and distributed by the Agent is to be repaid, each
      Person to whom any such distribution shall have been made shall either
      repay to the Agent its proportionate share of the amount so adjudged to
      be repaid or shall pay over the same in such manner and to such Persons
      as shall be determined by such court.  In the event that the Agent shall
      refrain from making any distribution of any amount received by it as
      provided in this §14.5(b), the Agent shall endeavor to hold such amounts
      in an interest bearing account and at such time as such amounts may be
      distributed to the Banks, the Agent shall distribute to each Bank, based
      on their respective Commitment Percentages, its pro rata
      share of the interest or other earnings from such deposited amount.
    

    

    

    
      
        

        

      

      
        
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      (c)                          Notwithstanding anything to the contrary
      contained in this Agreement or any of the other Loan Documents, any Bank
      that fails (i) to make available to the Agent its pro rata
      share of any Loan, (ii) to comply with the provisions of §13 with
      respect to making dispositions and arrangements with the other Banks,
      where such Bank’s share of any payment received, whether by setoff or
      otherwise, is in excess of its pro rata share of such
      payments due and payable to all of the Banks, in each case as, when and
      to the full extent required by the provisions of this Agreement, or
      (iii) to perform any other obligation within the time period specified
      for performance, or if no time period is specified, if such failure
      continues for a period of five (5) Business Days after notice from the
      Agent, shall be deemed a defaulting Bank (a “Defaulting Bank”) and shall
      be deemed a Defaulting Bank until such time as such delinquency is
      satisfied. In addition to the rights and remedies that may be available
      to the Agent at law and in equity, a Defaulting Bank’s right to
      participate in the administration of the Loan Documents, including,
      without limitation, any rights to consent to or direct any action or
      inaction of the Agent pursuant to this Agreement or otherwise, or to be
      taken into account in the calculation of Required Banks, Majority Banks
      or Majority Revolving Credit Banks or any matter requiring approval of
      all of the Banks, shall be suspended while such Bank is a Defaulting
      Bank; provided that a consent of a Defaulting Bank shall be required for
      any increase of its Commitment.  A Defaulting Bank shall be deemed to
      have assigned any and all payments due to it from the Borrower and the
      Guarantors, whether on account of outstanding Loans, interest, fees or
      otherwise, to the remaining non-defaulting Banks for application to, and
      reduction of, their respective pro rata shares of all
      outstanding Loans.  The Defaulting Bank hereby authorizes the Agent to
      distribute such payments to the non-defaulting Banks in proportion to
      their respective pro rata shares of all outstanding
      Loans.  The provisions of this Section shall apply and be effective
      regardless of whether an Event of Default occurs and is then continuing,
      and notwithstanding (i) any other provision of this Agreement to the
      contrary or (ii) any instruction of Borrower as to its desired
      application of payments.  The Agent shall be entitled to (i) withhold or
      set off, and to apply to the payment of the obligations of any
      Defaulting Bank any amounts to be paid to such Defaulting Bank under
      this Agreement, (ii) to collect interest from such Bank for the period
      from the date on which the payment was due at the rate per annum equal
      to the Federal Funds Effective Rate plus two percent (2%), for each day
      during such period, and (iii) bring an action or suit against such
      Defaulting Bank in a court of competent jurisdiction to recover the
      defaulted obligations of such Defaulting Bank.  A Defaulting Bank shall
      be deemed to have satisfied in full a delinquency when and if, as a
      result of application of the assigned payments to all outstanding Loans
      of the non-defaulting Banks or as a result of other payments by the
      Defaulting Banks to the non-defaulting Banks, the Banks’ respective pro
      rata shares of all outstanding Loans have returned to those in
      effect immediately prior to such delinquency and without giving effect
      to the nonpayment causing such delinquency.
    

    

    

    
      
        

        

      

      
        
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      §14.6.                 Holders
      of Notes.  Subject to the terms of Article 18, the Agent may
      deem and treat the payee of any Obligation and any Note as the absolute
      owner or purchaser thereof for all purposes hereof until it shall have
      been furnished in writing with a different name by such payee or by a
      subsequent holder, assignee or transferee.
    

    
      §14.7.                 Indemnity.  The
      Banks ratably hereby agree to indemnify and hold harmless the Agent from
      and against any and all claims, actions and suits (whether groundless or
      otherwise), losses, damages, costs, expenses (including any expenses for
      which the Agent has not been reimbursed by the Borrower as required by §
      15), and liabilities of every nature and character arising out of or
      related to this Agreement, the Notes, or any of the other Loan Documents
      or the transactions contemplated or evidenced hereby or thereby, or the
      Agent’s actions taken hereunder or thereunder, except to the extent that
      any of the same shall be directly caused by the Agent’s willful
      misconduct or gross negligence.
    

    
      §14.8.                 Agent
      as Bank.  In its individual capacity, the Bank acting as the
      Agent shall have the same obligations and the same rights, powers and
      privileges in respect to its Commitment and the Loans made by it, and as
      the holder of any of the Obligations and the Notes as it would have were
      it not also the Agent.
    

    
      §14.9.                 Resignation.  The
      Agent may resign at any time by giving thirty (30) days’ prior written
      notice thereof to the Banks and the Borrower.  The Majority Banks may
      remove the Agent from its capacity as Agent in the event of the Agent’s
      willful misconduct or gross negligence.  Any such removal or resignation
      shall also constitute Agent’s resignation as Swing Line Lender and may,
      at such Agent’s option, also constitute its resignation as Issuing
      Bank.  The Commitment Percentage of the Bank which is acting as Agent
      shall not be taken into account in the calculation of Majority Banks for
      the purposes of removing Agent in the event of the Agent’s willful
      misconduct or gross negligence.  Upon any such resignation, the Majority
      Banks shall have the right to appoint as a successor Agent, Swing Line
      Lender, and if applicable, Issuing Bank, any Bank or any bank whose
      senior debt obligations are rated not less than “A” or its equivalent by
      Moody’s Investors Service, Inc. or not less than “A” or its equivalent
      by Standard & Poor’s Rating Group Inc. and which has a net worth of not
      less than $500,000,000.  Unless a Default or Event of Default shall have
      occurred and be continuing, such successor Agent, Swing Line Lender and
      Issuing Bank shall be reasonably acceptable to the Borrower.  If no
      successor Agent, Swing Line Lender and, if applicable, Issuing Bank
      shall have been so appointed by the Majority Banks and shall have
      accepted such appointment within thirty (30) days after the retiring
      Agent’s giving of notice of resignation or the Majority Bank’s removal
      of the Agent, then the retiring Agent may, on behalf of the Banks,
      appoint a successor Agent, which shall be any Bank or a bank whose debt
      obligations are rated not less than “A” or its equivalent by Moody’s
      Investors Service, Inc. or not less than “A” or its equivalent by
      Standard & Poor’s Rating Group Inc. and which has a net worth of not
      less than $500,000,000.  Upon the acceptance of any appointment as
      Agent, Swing Line Lender and Issuing Bank, as applicable, hereunder by a
      successor Agent, such successor Agent, Swing Line Lender and, if
      applicable, Issuing Bank shall thereupon succeed to and become vested
      with all the rights, powers, privileges and duties of the retiring or
      removed Agent, Swing Line Lender and, if applicable, Issuing Bank, and
      the retiring or removed Agent shall be discharged from its duties and
      obligations hereunder as Agent, Swing Line Lender and, if applicable,
      Issuing Bank.  If the resigning Agent shall also resign as the Issuing
      Bank, such successor Agent shall issue letters of credit in substitution
      for the Letters of Credit, if any, outstanding at the time of such
      succession or shall make other arrangements satisfactory to the current
      Issuing Bank, in either case, to assume effectively the obligations of
      the current Agent with respect to such Letters of Credit.  After any
      retiring Agent’s resignation or removal, the provisions of this
      Agreement and the other Loan Documents shall continue in effect for its
      benefit in respect of any actions taken or omitted to be taken by it
      while it was acting as Agent, Swing Line Lender and Issuing Bank.
    

    

    

    
      
        

        

      

      
        
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      §14.10.                Duties
      in the Case of Enforcement.  In case one or more Events of
      Default have occurred and shall be continuing, and whether or not
      acceleration of the Obligations shall have occurred, the Agent may, and
      if so requested by the Majority Banks and the Banks have provided to the
      Agent such additional indemnities and assurances in accordance with
      their respective Commitment Percentages against expenses and liabilities
      as the Agent may reasonably request, shall proceed to enforce the
      provisions of the Security Documents and exercise all or any legal and
      equitable and other rights or remedies as it may have.  The Majority
      Banks may direct the Agent in writing as to the method and the extent of
      any such exercise, the Banks hereby agreeing to indemnify and hold the
      Agent harmless in accordance with their respective Commitment
      Percentages from all liabilities incurred in respect of all actions
      taken or omitted in accordance with such directions, provided
      that the Agent need not comply with any such direction to the extent
      that the Agent reasonably believes the Agent’s compliance with such
      direction to be unlawful or commercially unreasonable in any applicable
      jurisdiction.
    

    
      §14.11.                Bankruptcy.  In
      the event a bankruptcy or other insolvency proceeding is commenced by or
      against Borrower or any Guarantor with respect to the Obligations, the
      Agent shall have the sole and exclusive right to file and pursue a joint
      proof claim on behalf of all Banks.  Any votes with respect to such
      claims or otherwise with respect to such proceedings shall be subject to
      the vote of the Majority Banks, the Required Banks or all of the Banks
      as required by this Agreement.  Each Bank irrevocably waives its right
      to file or pursue a separate proof of claim in any such proceedings
      unless Agent fails to file such claim within thirty (30) days after
      receipt of written notice from the Banks requesting that Agent file such
      proof of claim.
    

    
      §14.12.                Approvals.  If
      consent is required for some action under this Agreement, or except as
      otherwise provided herein an approval of the Banks, the Required Banks,
      the Majority Banks or the Majority Revolving Credit Banks is required or
      permitted under this Agreement, each Bank agrees to give the Agent,
      within ten (10) Business Days of receipt of the request for action
      together with all reasonably requested information related thereto (or
      such lesser period of time required by the terms of the Loan Documents),
      notice in writing of  approval or disapproval (collectively
      “Directions”) in respect of any action requested or proposed in writing
      pursuant to the terms hereof.  If consent is required for the requested
      action, any Bank’s failure to respond to a request for Directions within
      the required time period shall be deemed to constitute a Direction to
      take such requested action.  In the event that any recommendation is not
      approved by the requisite number of Banks and a subsequent approval on
      the same subject matter is requested by Agent, then for the purposes of
      this paragraph each Bank shall be required to respond to a request for
      Directions within five (5) Business Days of receipt of such
      request.  Agent and each Bank shall be entitled to assume that any
      officer of the other Banks delivering any notice, consent, certificate
      or other writing is authorized to give such notice, consent, certificate
      or other writing unless Agent and such other Banks have otherwise been
      notified in writing.
    

    

    

    
      
        

        

      

      
        
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      §14.13.                Borrower
      not Beneficiary.  Except for the provisions of §14.9 relating to
      the appointment of a successor Agent, the provisions of this §14 are
      solely for the benefit of the Agent and the Banks, may not be enforced
      by Borrower or any Guarantor, and except for the provisions of §14.9,
      may be modified or waived without the approval or consent of Borrower
      and Guarantors.
    

    
      §14.14.                Request
      for Agent Action.  Agent and the Banks acknowledge that in the
      ordinary course of business of the Borrower, (a) Borrower and Guarantors
      will enter into leases or rental agreements covering Mortgaged
      Properties that may require the execution of a Subordination, Attornment
      and Non-Disturbance Agreement in favor of the tenant thereunder, (b) a
      Mortgaged Property may be subject to a Taking, (c) Borrower or a
      Guarantor may desire to enter into easements or other agreements
      affecting the Mortgaged Properties, or take other actions or enter into
      other agreements in the ordinary course of business (including, without
      limitation, Leases) which similarly require the consent, approval or
      agreement of the Agent.  In connection with the foregoing, the Banks
      hereby expressly authorize the Agent to (w) execute and deliver to the
      Borrower and the Guarantors Subordination, Attornment and
      Non-Disturbance Agreements with any tenant under a Lease upon such terms
      as Agent in its good faith judgment determines are appropriate (Agent in
      the exercise of its good faith judgment may agree to allow some or all
      of the casualty, condemnation, restoration or other provisions of the
      applicable Lease to control over the applicable provisions of the Loan
      Documents), (x) execute releases of liens in connection with any Taking,
      (y) execute consents or subordinations in form and substance
      satisfactory to Agent in connection with any easements or agreements
      affecting the Mortgaged Property, or (z) execute consents, approvals, or
      other agreements in form and substance satisfactory to the Agent in
      connection with such other actions or agreements as may be necessary in
      the ordinary course of Borrower’s business.
    

    
      §14.15.                Reliance
      on Hedge Provider.  For purposes of applying payments received
      in accordance with §12.5, the Agent shall be entitled to rely upon the
      trustee, paying agent or other similar representative (each, a
      “Representative”) or, in the absence of such a Representative, upon the
      holder of the Hedge Obligations for a determination (which each holder
      of the Hedge Obligations agrees (or shall agree) to provide upon request
      of the Agent) of the outstanding Hedge Obligations owed to the holder
      thereof.  Unless it has actual knowledge (including by way of written
      notice from such holder) to the contrary, the Agent, in acting
      hereunder, shall be entitled to assume that no Hedge Obligations are
      outstanding.
    

    
      §15.     EXPENSES.
    

    
      The Borrower agrees to pay (a) the reasonable costs of producing and
      reproducing this  Agreement, the other Loan Documents and the other
      agreements and instruments mentioned herein, (b) any taxes (including
      any interest and penalties in respect thereto) payable by the Agent or
      any of the Banks (other than taxes based upon the Agent’s or any Bank’s
      gross or net income, except that the Agent and the Banks shall be
      entitled to indemnification for any and all amounts paid by them in
      respect of taxes based on income or other taxes (other than pursuant to
      the Michigan Business Tax, M.C.L. §§208.1101 et seq.,
      if any) assessed by any State in which Mortgaged Property or other
      Collateral is located, such indemnification to be limited to taxes due
      solely on account of the granting of Collateral under the Security
      Documents and to be net of any credit allowed to the indemnified party
      from any other State on account of the payment or incurrence of such tax
      by such indemnified party, including any recording, mortgage,
      documentary or intangibles taxes in connection with the Security Deeds
      and other Loan Documents, or other taxes payable on or with respect to
      the transactions contemplated by this Agreement, including any such
      taxes payable by the Agent or any of the Banks after the Closing Date
      (the Borrower hereby agreeing to indemnify the Agent and each Bank with
      respect thereto), (c) all title insurance premiums, appraisal fees,
      engineer’s fees, reasonable extraordinary internal charges of the Agent
      (determined in good faith and in accordance with the Agent’s internal
      policies applicable generally to its customers) for commercial finance
      exams and engineering and environmental reviews, (d) the reasonable
      fees, expenses and disbursements of the counsel to the Agent and any
      local counsel to the Agent incurred in connection with the preparation,
      administration or interpretation of the Loan Documents and other
      instruments mentioned herein (excluding, however, the preparation of
      agreements evidencing participation granted under §18.4), each closing
      hereunder, and amendments, modifications, approvals, consents or waivers
      hereto or hereunder, (e) the reasonable fees, expenses and disbursements
      of the Agent incurred by the Agent in connection with the preparation or
      interpretation of the Loan Documents and other instruments mentioned
      herein, and the making of each advance hereunder, (f) all reasonable
      out-of-pocket expenses (including reasonable attorneys’ fees and costs,
      which attorneys may be employees of any Bank or the Agent and the fees
      and costs of appraisers, engineers, investment bankers or other experts
      retained by any Bank or the Agent) incurred by any Bank or the Agent in
      connection with (i) the enforcement of or preservation of rights under
      any of the Loan Documents against the Borrower or the Guarantors or the
      administration thereof after the occurrence of a Default or Event of
      Default and (ii) any litigation, proceeding or dispute whether arising
      hereunder or otherwise, in any way related to the Agent’s or any of the
      Bank’s relationship with the Borrower or the Guarantors, (g) all
      reasonable fees, expenses and disbursements of the Agent incurred in
      connection with UCC searches, UCC filings, title rundowns, title
      searches or mortgage recordings, (h) all reasonable fees, expenses and
      disbursements (including reasonable attorneys’ fees and costs) which may
      be incurred by KeyBank and the Agent in connection with the execution
      and delivery of this Agreement and the other Loan Documents, (i) all
      reasonable fees and expenses and disbursements (including reasonable
      attorneys’ fees and costs), not to exceed $5,000.00 in the aggregate,
      which may be incurred by KeyBank in connection with each and every
      assignment of interests in the Loans pursuant to §18.1, and (j) all
      expenses relating to the use of Intralinks, SyndTrak or any other
      similar system for the dissemination and sharing of documents and
      information in connection with the syndication of the Loans.  The
      covenants of this §15 shall survive payment or satisfaction of payment
      of the Obligations.
    

    

    

    
      
        

        

      

      
        
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      §16.     INDEMNIFICATION.
    

    
      The Borrower and the Trust, jointly and severally, agree to indemnify
      and hold harmless the Agent, the Banks and the Arranger and each
      director, officer, employee, agent and Person who controls the Agent or
      any Bank from and against any and all claims, actions and suits, whether
      groundless or otherwise, and from and against any and all liabilities,
      losses, damages and expenses of every nature and character arising out
      of or relating to this Agreement or any of the other Loan Documents or
      the transactions contemplated hereby and thereby including, without
      limitation (a) any brokerage, finders or similar fees asserted against
      any Person indemnified under this §16 based upon any agreement,
      arrangement or action made or taken, or alleged to have been made or
      taken, by the Borrower, the Guarantors or any of their respective
      Subsidiaries, (b) any condition of the Real Estate, (c) any actual or
      proposed use by the Borrower or the Guarantors of the proceeds of any of
      the Loans or the Letters of Credit, (d) any actual or alleged
      infringement of any patent, copyright, trademark, service mark or
      similar right of any of the Borrower, the Guarantors or any of their
      respective Subsidiaries, (e) the Borrower entering into or performing
      this Agreement or any of the other Loan Documents, (f) any actual or
      alleged violation of any law, ordinance, code, order, rule, regulation,
      approval, consent, permit or license relating to the Real Estate,
      (g) with respect to the Borrower, the Guarantors and their respective
      Subsidiaries and their respective properties and assets, the violation
      of any Environmental Law, the Release or threatened Release of any
      Hazardous Substances or any action, suit, proceeding or investigation
      brought or threatened with respect to any Hazardous Substances
      (including, but not limited to, claims with respect to wrongful death,
      personal injury or damage to property), and (h) any use of Intralinks,
      SyndTrak or any other system for the dissemination and sharing of
      documents and information (other than any ongoing usage fees following
      the closing of the transactions contemplated by this Agreement), in each
      case including, without limitation, the reasonable fees and
      disbursements of counsel and allocated costs of internal counsel
      incurred in connection with any such investigation, litigation or other
      proceeding; provided, however, that neither the Borrower nor the
      Trust shall be obligated under this §16 to indemnify any Person for
      liabilities arising from such Person’s own gross negligence or willful
      misconduct as determined in a non-appealable judgment by a court of
      competent jurisdiction, any loss suffered to the extent they arise from
      violation of any such Person’s internal policies or from a violation of
      laws, rules or regulations applicable to such Person’s operations, and
      with respect to matters described in §16(b), (f) or (g), any loss
      attributable to events, acts or circumstances first occurring after the
      period Agent and the Banks acquired a direct ownership interest (and not
      a Lien) in such Real Estate.  In litigation, or the preparation
      therefor, the Banks, the Agent and the Arranger shall be entitled to
      select a single nationally recognized law firm as their own counsel and,
      in addition to the foregoing indemnity, the Borrower and the Trust agree
      to pay promptly the reasonable fees and expenses of such counsel.  If,
      and to the extent that the obligations of the Borrower and the Trust
      under this §16 are unenforceable for any reason, the Borrower and the
      Trust hereby agree to make the maximum contribution to the payment in
      satisfaction of such obligations which is permissible under applicable
      law.  The provisions of this §16 shall survive any assignment by a Bank
      of its Commitment, the repayment of the Loans and the termination of the
      obligations of the Banks hereunder.
    

    

    

    
      
        

        

      

      
        
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      §17.     SURVIVAL OF COVENANTS, ETC.
    

    
      All covenants, agreements, representations and warranties made herein,
      in the Notes, in any of the other Loan Documents or in any documents or
      other papers delivered by or on behalf of the Borrower, the Guarantors
      or any of their respective Subsidiaries pursuant hereto or thereto shall
      be deemed to have been relied upon by the Banks and the Agent,
      notwithstanding any investigation heretofore or hereafter made by any of
      them, and shall survive the making by the Banks of any of the Loans or
      the issuance of any Letter of Credit, as herein contemplated, and shall
      continue in full force and effect so long as any amount due under this
      Agreement or the Notes or any of the other Loan Documents remains
      outstanding or any Bank has any obligation to make any Loans or issue
      Letters of Credit.  The indemnification obligations of the Borrower and
      the Trust provided herein and the other Loan Documents shall survive the
      full repayment of amounts due and the termination of the obligations of
      the Banks hereunder and thereunder to the extent provided herein and
      therein.  All statements contained in any certificate or other paper
      delivered to any Bank or the Agent at any time by or on behalf of the
      Borrower, the Guarantors or any of their respective Subsidiaries
      pursuant hereto or in connection with the transactions contemplated
      hereby shall constitute representations and warranties by such Person
      hereunder.
    

    

    

    
      
        

        

      

      
        
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      §18.     ASSIGNMENT AND PARTICIPATION.
    

    
      §18.1.                 Conditions
      to Assignment by Banks.  Except as provided herein, each Bank
      may assign to one or more banks or other entities all or a portion of
      its interests, rights and obligations under this Agreement (including
      all or a portion of its Commitment Percentage and Commitment and the
      same portion of the Loans at the time owing to it, and the Notes held by
      it); provided that (a) the Agent and the Issuing Bank shall have
      given their prior written consent to such assignment, which consent
      shall not be unreasonably withheld or delayed (provided that such
      consent shall not be required for any assignment to another Bank, to a
      Related Fund of such Bank, to a bank which is under common control with
      the assigning Bank or to a wholly-owned Subsidiary of such Bank provided
      that such assignee shall remain a wholly-owned Subsidiary or Related
      Fund of such Bank), (b) each such assignment shall be of a constant, and
      not a varying, percentage of all the assigning Bank’s rights and
      obligations under this Agreement with respect to the Revolving Credit
      Commitment in the event an interest in the Revolving Credit Loans is
      assigned, or of a constant, and not a varying, percentage of all of the
      assigning Bank’s rights and obligations under this Agreement with
      respect to the Term Loan Commitment in the event an interest in the Term
      Loan is assigned, (c) the parties to such assignment shall execute and
      deliver to the Agent, for recording in the Register (as hereinafter
      defined), an Assignment and Acceptance Agreement (an “Assignment and
      Acceptance Agreement”) in the form of Exhibit J
      hereto, together with any Notes subject to such assignment, (d) in no
      event shall any assignment be to any Person controlling, controlled by
      or under common control with, or which is not otherwise free from
      influence or control by, any of the Borrower or the Guarantors, (e) such
      assignee of a portion of the Revolving Credit Loan shall have a net
      worth or unfunded capital commitments as of the date of such assignment
      of not less than $500,000,000 unless otherwise approved by Borrower and
      Agent, (f) such assignee shall acquire an interest in the Revolving
      Credit Loans of not less than $5,000,000 or in the Term Loans of not
      less than $1,000,000 unless such assignment is to another Bank or a
      Related Fund or unless such requirement is waived by the Borrower and
      the Agent, and (g) the assignor shall assign its entire interest in the
      Loans or retain an interest in the Loans of not less than $5,000,000
      unless otherwise approved by Agent and Borrower.  Upon such execution,
      delivery, acceptance and recording, of such notice of assignment,
      (i) the assignee thereunder shall be a party hereto and all other Loan
      Documents executed by the Banks and, to the extent provided in such
      assignment, have the rights and obligations of a Bank hereunder, and
      (ii) the assigning Bank shall, to the extent provided in such assignment
      and upon payment to the Agent of the registration fee referred to in
      §18.2, be released from its obligations under this Agreement.  In
      connection with each assignment, the assignee shall represent and
      warrant to the Agent, the assignor and each other Bank as to whether
      such assignee is controlling, controlled by, under common control with
      or is not otherwise free from influence or control by, the Borrower or
      the Guarantors.  Upon any such assignment, the Agent may unilaterally
      amend Schedule 1.1 to reflect any such assignment.
    

    
      §18.2.                 Register.  The
      Agent for itself and on behalf of the Borrower shall maintain a copy of
      each assignment delivered to it and a register or similar list (the
      “Register”) for the recordation of the names and addresses of the Banks
      and the Commitment Percentages of, and principal amount of the Loans
      owing to the Banks from time to time.  The entries in the Register shall
      be conclusive, in the absence of manifest error, and the Borrower, the
      Agent and the Banks may treat each Person whose name is recorded in the
      Register as a Bank hereunder for all purposes of this Agreement.  The
      Register shall be available for inspection by the Borrower and the Banks
      at any reasonable time and from time to time upon reasonable prior
      notice.  Upon each such recordation, the assigning Bank agrees to pay to
      the Agent a registration fee in the sum of $3,500.  Contemporaneous
      assignments by a Bank to multiple Related Funds will be treated as a
      single assignment for the purposes of such registration fee.
    

    

    

    
      
        

        

      

      
        
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      §18.3.                 New
      Notes.  Upon its receipt of an assignment executed by the
      parties to such assignment, together with each Note, if any, subject to
      such assignment, the Agent shall (a) record the information contained
      therein in the Register, and (b) give prompt notice thereof to the
      Borrower and the Banks (other than the assigning Bank).  Within five (5)
      Business Days after receipt of such notice, the Borrower, at its own
      expense, shall if requested execute and deliver to the Agent, in
      exchange for each surrendered Note, a new Note to the order of such
      assignee in an amount equal to the amount assumed by such assignee
      pursuant to such assignment and, if the assigning Bank has retained some
      portion of its obligations hereunder, a new Note to the order of the
      assigning Bank in an amount equal to the amount retained by it
      hereunder. Such new Notes shall provide that they are replacements for
      the surrendered Notes, shall be in an aggregate principal amount equal
      to the aggregate principal amount of the surrendered Notes, shall be
      dated the effective date of such assignment and shall otherwise be in
      substantially the form of the assigned Notes.  The surrendered Notes
      shall be canceled and returned to the Borrower.
    

    
      §18.4.                 Participations.  Each
      Bank may sell participations to one or more banks or other entities in
      all or a portion of such Bank’s rights and obligations under this
      Agreement and the other Loan Documents; provided that (a) any
      such sale or participation shall not affect the rights and duties of the
      selling Bank hereunder to the Borrower, (b) such participation shall not
      entitle such participant to any rights or privileges under this
      Agreement or any Loan Documents, including without limitation, the right
      to approve waivers, amendments or modifications, (c) such participant
      shall have no direct rights against the Borrower or the Guarantors
      except the rights granted to the Banks pursuant to §13, (d) such sale is
      effected in accordance with all applicable laws, and (e) such
      participant shall not be a Person controlling, controlled by or under
      common control with, or which is not otherwise free from influence or
      control by the Borrower or the Guarantors.  Any Bank which sells a
      participation shall promptly notify the Agent of such sale and the
      identity of the purchaser of such interest.
    

    
      §18.5.                 Pledge
      by Bank.  Any Bank may at any time pledge all or any portion of
      its interest and rights under this Agreement (including all or any
      portion of its Note) to any of the twelve Federal Reserve Banks
      organized under §4 of the Federal Reserve Act, 12 U.S.C. §341 or, with
      Agent’s prior written approval, to another Person.  No such pledge or
      the enforcement thereof shall release the pledgor Bank from its
      obligations hereunder or under any of the other Loan Documents.  Any
      Term Loan Bank may with the consent of the Agent pledge all or any
      portion of its rights and interests under this Agreement (including all
      or any portion of its Term Loan Note) to a Person approved by Agent.
    

    

    

    
      
        

        

      

      
        
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      §18.6.                 No
      Assignment by Borrower or the Trust.  Neither the Borrower nor
      the Trust shall assign or transfer any of its rights or obligations
      under any of the Loan Documents without the prior written consent of
      each of the Banks.
    

    
      §18.7.                 Disclosure.  The
      Borrower and the Trust each agrees that in addition to disclosures made
      in accordance with standard banking practices any Bank may
      disclose  information obtained by such Bank pursuant to this Agreement
      to assignees or participants and potential assignees or participants
      hereunder.  In addition, the Banks may make disclosure of such
      information to any contractual counterparty in swap agreements or such
      contractual counterparty’s professional advisors.
    

    
      §18.8.                 Amendments
      to Loan Documents.  Upon any such assignment or participation,
      the Borrower and the Trust shall, upon the request of the Agent, enter
      into such documents as may be reasonably required by the Agent to modify
      the Loan Documents to reflect such assignment or participation.
    

    
      §18.9.                 Mandatory
      Assignment.  In the event Borrower requests that certain
      amendments, modifications or waivers be made to this Agreement or any of
      the other Loan Documents which request is approved by Agent but is not
      approved by one or more of the Banks (any such non-consenting Bank shall
      hereafter be referred to as the “Non-Consenting Bank”), then, within
      thirty (30) days after Borrower’s receipt of notice of such disapproval
      by such Non-Consenting Bank, Borrower shall have the right as to such
      Non-Consenting Bank, to be exercised by delivery of written notice
      delivered to the Agent and the Non-Consenting Bank within thirty (30)
      days of receipt of such notice, to elect to cause the Non-Consenting
      Bank to transfer its entire Commitment.  The Agent shall promptly notify
      the remaining Banks that each of such Banks shall have the right, but
      not the obligation, to acquire a portion of the Commitment, pro rata
      based upon their relevant Commitment Percentages, of the Non-Consenting
      Bank (or if any of such Banks does not elect to purchase its pro rata
      share, then to such remaining Banks in such proportion as approved by
      the Agent).  In the event that the Banks do not elect to acquire all of
      the Non-Consenting Bank’s Commitment, then the Agent shall endeavor to
      find a new Bank or Banks to acquire such remaining Commitment.  Upon any
      such purchase of the Commitment of the Non-Consenting Bank, the
      Non-Consenting Bank’s interests in the Obligations and its rights
      hereunder and under the Loan Documents shall terminate at the date of
      purchase, and the Non-Consenting Bank shall promptly execute and deliver
      any and all documents reasonably requested by Agent to surrender and
      transfer such interest, including, without limitation, an Assignment and
      Acceptance Agreement and such Non-Consenting Bank’s original
      Note.  Notwithstanding anything in this §18.9 to the contrary, any Bank
      or other Bank assignee acquiring some or all of the assigned Commitment
      of the Non-Consenting Bank must consent to the proposed amendment,
      modification or waiver.  The purchase price to be paid by the acquiring
      Banks for the Non-Consenting Bank’s Commitment shall equal the principal
      owed to such Non-Consenting Bank, and the Borrower shall pay to such
      Non-Consenting Bank in addition thereto and as a condition to such sale
      any and all other amounts outstanding and owed by Borrower to the
      Non-Consenting Bank hereunder or under any of the other Loan Documents,
      including all accrued and unpaid interest or fees which would be owed to
      such Non-Consenting Bank hereunder or under any of the other Loan
      Documents if the Loans were to be repaid in full on the date of such
      purchase of the Non-Consenting Bank’s Commitment.  No registration fee
      under §18.2 shall be required in connection with such assignment.
    

    

    

    
      
        

        

      

      
        
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      §18.10.                Titled
      Agents.  The Titled Agents shall not have any additional rights
      or obligations under the Loan Documents, except for those rights, if
      any, as a Bank.
    

    
      §19.     NOTICES.
    

    
      Each notice, demand, election or request provided for or permitted to be
      given pursuant to this Agreement, but specifically excluding to the
      maximum extent permitted by law any notices of the institution or
      commencement of foreclosure proceedings (hereinafter in this §19
      referred to as “Notice”) must be in writing and shall be deemed to have
      been properly given or served by personal delivery or by sending same by
      overnight courier or by depositing same in the United States Mail,
      postpaid and registered or certified, return receipt requested, or as
      expressly permitted herein, by telegraph, telecopy, telefax or telex,
      and addressed as follows:
    

    
      If to the Agent or KeyBank:
    

    
      KeyBank National Association
1200 Abernathy Road, N.E.
Suite 1550
Atlanta,
      Georgia  30328
Attn:  Daniel Silbert
Telecopy
      No.:  (770) 510-2195
    

    
      With a copy to:
    

    
      McKenna Long & Aldridge LLP
5300 SunTrust Plaza
303 Peachtree
      Street
Atlanta, Georgia  30308
Attn:  William F.
      Timmons, Esq.
Telecopy No.:  (404) 527-4198
    

    
      If to the Borrower or the Guarantor:
    

    
      Ramco-Gershenson Properties, L.P.
Ramco-Gershenson Properties Trust
Suite
      300
31500 Northwestern Highway
Farmington Hills, Michigan  48334
Attn:  Chief
      Financial Officer
Telecopy No.:  (248) 350-9925
    

    

    

    
      
        

        

      

      
        
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      With a copy to:
    

    
      Honigman Miller Schwartz & Cohn LLP
Suite 100
38500 Woodward
      Avenue
Bloomfield Hills, Michigan  48304-5048
Attn:  Alan
      M. Hurvitz, Esq.
Telecopy No.:  (248) 566-8455
    

    
      to each other Bank a party hereto at the address for such party set
      forth on Schedule 1.1 hereto for such Bank, and to each
      other Bank which may hereafter become a party to this Agreement at such
      address as may be designated by such Bank.  Each Notice shall be
      effective upon being personally delivered or upon being sent by
      overnight courier or upon being deposited in the United States Mail as
      aforesaid, or if transmitted by facsimile, upon being sent and
      confirmation of receipt.  The time period in which a response to such
      Notice must be given or any action taken with respect thereto (if any),
      however, shall commence to run from the date of receipt if personally
      delivered or sent by overnight courier, or if so deposited in the United
      States Mail, the earlier of three (3) Business Days following such
      deposit or the date of receipt as disclosed on the return receipt, or if
      sent by facsimile, upon receipt or the next Business Day if received
      after 5:00 p.m. (Cleveland time) or on a day that is not a Business
      Day.  Rejection or other refusal to accept or the inability to deliver
      because of changed address for which no notice was given shall be deemed
      to be receipt of the Notice sent.  By giving at least fifteen (15) days
      prior Notice thereof, the Borrower, the Trust, a Bank or Agent shall
      have the right from time to time and at any time during the term of this
      Agreement to change their respective addresses and each shall have the
      right to specify as its address any other address within the United
      States of America.
    

    
      §20.     RELATIONSHIP.
    

    
      Neither the Agent nor any Bank has any fiduciary relationship with or
      fiduciary duty to the Borrower, the Guarantors or their respective
      Subsidiaries arising out of or in connection with this Agreement or the
      other Loan Documents or the transactions contemplated hereunder and
      thereunder, and the relationship between each Bank and the Borrower is
      solely that of a lender and borrower, and nothing contained herein or in
      any of the other Loan Documents shall in any manner be construed as
      making the parties hereto partners, joint venturers or any other
      relationship other than lender and borrower.
    

    
      §21.     GOVERNING LAW: CONSENT TO
      JURISDICTION AND SERVICE.
    

    
      THIS AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS EXCEPT AS
      OTHERWISE SPECIFICALLY PROVIDED THEREIN, ARE CONTRACTS UNDER THE LAWS OF
      THE STATE OF MICHIGAN AND SHALL FOR ALL PURPOSES BE CONSTRUED IN
      ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SUCH STATE (EXCLUDING THE
      LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW).  THE BORROWER AND THE
      TRUST EACH AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS AGREEMENT OR
      ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE
      STATE OF OHIO OR THE STATE OF MICHIGAN OR ANY FEDERAL COURT SITTING
      THEREIN AND CONSENT TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND
      THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER OR
      THE TRUST BY MAIL AT THE ADDRESS SPECIFIED IN §19.  THE BORROWER AND THE
      TRUST EACH HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE
      TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS
      BROUGHT IN AN INCONVENIENT COURT.
    

    

    

    
      
        

        

      

      
        
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      §22.     HEADINGS.
    

    
      The captions in this Agreement are for convenience of reference only and
      shall not define or limit the provisions hereof.
    

    
      §23.     COUNTERPARTS.
    

    
      This Agreement and any amendment hereof may be executed in several
      counterparts and by each party on a separate counterpart, each of which
      when so executed and delivered shall be an original, and all of which
      together shall constitute one instrument.  In proving this Agreement it
      shall not be necessary to produce or account for more than one such
      counterpart signed by the party against whom enforcement is sought.
    

    
      §24.     ENTIRE AGREEMENT, ETC.
    

    
      The Loan Documents and any other documents executed in connection
      herewith or therewith express the entire understanding of the parties
      with respect to the transactions contemplated hereby.  Neither this
      Agreement nor any term hereof may be changed, waived, discharged or
      terminated, except as provided in §27.
    

    
      §25.     WAIVER OF JURY TRIAL AND
      CERTAIN DAMAGE CLAIMS.
    

    
      EACH OF THE BORROWER, THE TRUST, THE AGENT AND THE BANKS HEREBY
      WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM
      ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, ANY NOTE
      OR ANY OF THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER
      OR THEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS.  EXCEPT
      TO THE EXTENT EXPRESSLY PROHIBITED BY LAW, THE BORROWER AND THE TRUST
      EACH HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH
      LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR
      ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES.  THE BORROWER
      AND THE TRUST EACH (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
      ATTORNEY OF ANY BANK OR THE AGENT HAS REPRESENTED, EXPRESSLY OR
      OTHERWISE, THAT SUCH BANK OR THE AGENT WOULD NOT, IN THE EVENT OF
      LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (B) ACKNOWLEDGES
      THAT THE AGENT AND THE BANKS HAVE BEEN INDUCED TO ENTER INTO THIS
      AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH THEY ARE PARTIES BY,
      AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED IN THIS §25.
    

    

    

    
      
        

        

      

      
        
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      §26.     DEALINGS WITH THE BORROWER
      OR THE GUARANTORS.
    

    
      The Agent, the Banks and their affiliates may accept deposits from,
      extend credit to, invest in, act as trustee under indentures of, serve
      as financial advisor of, and generally engage in any kind of banking,
      trust or other business with the Borrower, the Guarantors and their
      respective Subsidiaries or any of their affiliates regardless of the
      capacity of the Agent or the Bank hereunder.  The Banks acknowledge
      that, pursuant to such activities, the Agent, a Bank or its affiliates
      may receive information regarding such Persons (including information
      that may be subject to confidentiality obligations in favor of such
      Person) and acknowledge that the Agent or such Bank, as applicable,
      shall be under no obligation to provide such information to them.
    

    
      §27.     CONSENTS, AMENDMENTS,
      WAIVERS, ETC.
    

    
      Except as otherwise expressly provided in this Agreement, any consent or
      approval required or permitted by this Agreement may be given and any
      term of this Agreement or of any other instrument related hereto or
      mentioned herein may be amended, and the performance or observance by
      the Borrower or the Guarantors of any terms of this Agreement or such
      other instrument or the continuance of any Default or Event of Default
      may be waived (either generally or in a particular instance and either
      retroactively or prospectively) with, but only with, the written consent
      of the Majority Banks.  Notwithstanding the foregoing, (a) none of the
      following may occur without the written consent of each Bank affected
      thereby:  a decrease in the rate of interest on the Loans; except as
      otherwise provided herein, an extension of the Revolving Credit Maturity
      Date or the Term Loan Maturity Date; an increase or a non-pro rata
      reduction in the amount of the Commitments of the Banks except pursuant
      to §2.8 or §18.1; a forgiveness, reduction or waiver of the principal of
      any unpaid Loan or any interest thereon; the postponement of any date
      fixed for any payment of principal of or interest on the Loans; a
      decrease of the amount of any fee (other than late fees) payable to a
      Bank hereunder; the release of the Borrower, any Guarantor or the
      Collateral except as otherwise provided herein; a change in the manner
      of distribution of any payments to the Banks or the Agent; an amendment
      of the definition of Majority Banks, Required Banks or the Majority
      Revolving Credit Banks or of any requirement for consent by the Majority
      Banks, the Required Banks, the Majority Revolving Credit Banks or all of
      the Banks; or an amendment of this §27, and (b) the provisions of §9 and
      any of the definitions used therein may not be modified, amended or
      waived without the written consent of the Required Banks.  The amount of
      the Agent’s fee payable for the Agent’s account and the provisions of
      §14 may not be amended or waived without the written consent of the
      Agent.  The amount of the fees payable to the Issuing Bank and the
      provisions relating to the Issuing Bank and the Letters of Credit may
      not be amended or waived without the written consent of the Issuing
      Bank.  The provisions relating to Swing Line Loans or the Swing Line
      Lender may not be amended or waived without the written consent of the
      Swing Line Lender.  The Borrower and the Guarantors each agrees to enter
      into such modifications or amendments of this Agreement or the other
      Loan Documents as may be reasonably requested by KeyBank in connection
      with the acquisition by each Bank acquiring all or a portion of the
      Commitment, provided that no such amendment or modification
      materially affects or increases any of the obligations of the Borrower
      or the Guarantors hereunder.  No waiver shall extend to or affect any
      obligation not expressly waived or impair any right consequent
      thereon.  No course of dealing or delay or omission on the part of the
      Agent or any Bank in exercising any right shall operate as a waiver
      thereof or otherwise be prejudicial thereto.  No notice to or demand
      upon the Borrower or the Guarantors shall entitle the Borrower and the
      Guarantors to other or further notice or demand in similar or other
      circumstances.
    

    

    

    
      
        

        

      

      
        
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      §28.     SEVERABILITY.
    

    
      The provisions of this Agreement are severable, and if any one clause or
      provision hereof shall be held invalid or unenforceable in whole or in
      part in any jurisdiction, then such invalidity or unenforceability shall
      affect only such clause or provision, or part thereof, in such
      jurisdiction, and shall not in any manner affect such clause or
      provision in any other jurisdiction, or any other clause or provision of
      this Agreement in any jurisdiction.
    

    
      §29.     TIME OF THE ESSENCE.
    

    
      Time is of the essence with respect to each and every covenant,
      agreement and obligation of the Borrower or the Trust under this
      Agreement and the other Loan Documents.
    

    
      §30.     NO UNWRITTEN AGREEMENTS.
    

    
      THE WRITTEN LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE
      PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
      CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE
      NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.  ANY ADDITIONAL TERMS
      OF THE AGREEMENT BETWEEN THE PARTIES ARE SET FORTH BELOW.
    

    
      §31.     REPLACEMENT OF NOTES.
    

    
      Upon receipt of evidence reasonably satisfactory to Borrower of the
      loss, theft, destruction or mutilation of any Note, and in the case of
      any such loss, theft or destruction, upon delivery of an indemnity
      agreement reasonably satisfactory to Borrower or, in the case of any
      such mutilation, upon surrender and cancellation of the applicable Note,
      Borrower will execute and deliver, in lieu thereof, a replacement Note,
      identical in form and substance to the applicable Note and dated as of
      the date of the applicable Note and upon such execution and delivery all
      references in the Loan Documents to such Note shall be deemed to refer
      to such replacement Note.
    

    
      §32.     TRUST EXCULPATION.
    

    
      Subject to the terms of this paragraph, all persons having a claim
      against the Trust (as a Guarantor or general partner of Borrower), the
      general partner of the Borrower whose signature is affixed hereto as
      said general partner, hereunder or in connection with any matter that is
      the subject hereof, shall look solely to (i) the Trust’s interest and
      rights in the Borrower (as a general partner or limited partner), (ii)
      the amount of any Net Offering Proceeds not contributed to the Borrower,
      (iii) all accounts receivable, including the amount of any Distributions
      received by the Trust from the Borrower and not distributed to
      shareholders of the Trust as permitted by this Agreement, (iv) all
      rights and claims (including amounts paid under) the Tax Indemnity
      Agreement, (v) all cash and Short-term Investments in an amount in
      excess of $500,000.00, (vi) any other assets which the Trust may now own
      or hereafter acquire with the consent of Agent pursuant to §7.17, (vii)
      all documents and agreements in favor of the Trust in connection with
      any of the foregoing, (viii) all claims and causes of action arising
      from or otherwise related to any of the foregoing, and all rights and
      judgments related to any legal actions in connection with such claims or
      causes of action, and (ix) all extensions, additions, renewals and
      replacements, substitutions, products or proceeds of any of the
      foregoing (the “Attachable Assets”), and in no event shall the
      obligation of the Trust be enforceable against any shareholder, trustee,
      officer, employee or agent of the Trust personally.  In no event shall
      any person have any claim against:  (i) the cash, Short-term Investments
      of the Trust and the property described in Schedule 6.29 hereto, all
      under the heading of “Other Permitted Assets”, (ii) all documents and
      agreements in favor of the Trust in connection with any of the
      foregoing, (iii) all claims and causes of action arising from or
      otherwise related to any of the foregoing, and all rights and judgments
      related to any legal actions in connection with such claims or causes of
      action, and (iv) all extensions, additions, renewals and replacements,
      substitutions, products or proceeds of any of the foregoing (the “Other
      Permitted Assets”).  The Agent and the Banks have agreed to the terms of
      this §32 solely based upon the representation and covenant of Borrower
      and the Trust that the Trust does not and will not own any assets other
      than the Attachable Assets and the Other Permitted
      Assets.  Notwithstanding anything in this §32 to the contrary, the
      foregoing limitation on liability and recourse to the Trust (as a
      Guarantor or general partner of Borrower) shall be null and void and of
      no force and effect, and Agent and the Banks shall have full recourse
      against the Trust, individually as a Guarantor and in its capacity as
      general partner of Borrower, and to all of its assets (including,
      without limitation, the Other Permitted Assets) in the event that the
      Trust shall now or at any time hereafter own any asset other than or in
      addition to the Other Permitted Assets and the Attachable
      Assets.  Nothing herein shall limit the rights of the Agent and the
      Banks against the Borrower.
    

    

    

    
      
        

        

      

      
        
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      §33.     PATRIOT ACT.
    

    
      Each Bank and the Agent (for itself and not on behalf of any Bank)
      hereby notifies the Borrower and Guarantors that, pursuant to the
      requirements of the Patriot Act, it is required to obtain, verify and
      record information that identifies Borrower, the Guarantors and their
      respective Subsidiaries, which information includes names and addresses
      and other information that will allow such Bank or the Agent, as
      applicable, to identify Borrower, the Guarantors and their respective
      Subsidiaries in accordance with the Patriot Act.
    

    
      [SIGNATURE PAGES FOLLOW]
    

    

    

    
      
        

        

      

      
        
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      IN WITNESS WHEREOF, the undersigned have duly executed this
      Agreement as a sealed instrument as of the date first set forth above.
    

    
      TRUST:
    

    
      RAMCO-GERSHENSON PROPERTIES TRUST,
a Maryland real estate
      investment trust
    

    
      By:         /s/ DENNIS GERSHENSON                          
Name:     Dennis
      Gershenson
Title:      President and CEO
    

    
      

      

      

      

      BORROWER:
    

    
      RAMCO-GERSHENSON PROPERTIES, L.P.,
a Delaware limited
      partnership
    

    
      By:        Ramco-Gershenson Properties Trust,
            
      a Maryland real estate investment trust,
             its General
      Partner
    

    
                   By:      /s/
      DENNIS GERSHENSON                  
             Name:  Dennis
      Gershenson
             Title:   President and CEO
    

    

    

    
      
        

        

      

      
        
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      BANKS:
    

    
      KEYBANK NATIONAL ASSOCIATION,
individually and as Agent
    

    
      By:                  /s/ JAY L.
      JOHNSON                                                           
Name:              Jay
      L. Johnson
Title:               Vice President
    

    
      JPMORGAN CHASE BANK, N.A.
    

    
      By:                  /s/ ELIZABETH
      RITENOUR                                                 
Name:              Elizabeth
      Ritenour
Title:               Vice President
    

    
      BANK OF AMERICA, N.A.
    

    
      By:                  /s/ MICHAEL W.
      EDWARDS                                                
Name:              Michael
      W. Edwards
Title:               Senior Vice President
    

    
      DEUTSCHE BANK TRUST COMPANY AMERICAS
    

    
      By:                  /s/ PERRY
      FORMAN                                                            
Name:              Perry
      Forman
Title:               Director
    

    
      By:                  /s/ MICHAEL
      SUCHY                                                           
Name:              Michael
      Suchy
Title:               Vice President
    

    
      PNC BANK, NATIONAL ASSOCIATION
    

    
      By:                 /s/ JAMES A.
      HARMANN                                                        
Name:          
        James A. Harmann
Title:              Vice President
    

    

    

    
      
        

        

      

      
        
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      COMMERZBANK AG NEW YORK AND GRAND CAYMAN BRANCHES
    

    
      By:                 /s/ N.
      ALAMGIR                                                                     
Name:             N.
      Alamgir
Title:              Attorney in fact
    

    
      By:                 /s/ NICHOLAS
      MANOLAS                                                       
Name:             Nicholas
      Manolas
Title:              Attorney in fact
    

    
      COMERICA BANK
    

    
      By:                 /s/ ADAM
      SHEETS                                                                  
Name:             Adam
      Sheets
Title:              Vice President
    

    
      THE HUNTINGTON NATIONAL BANK
    

    
      By:                 /s/ NICOLAS W.
      PERAINO                                                      
Name:             Nicolas
      W. Peraino
Title:              Vice President
    

    
      FIFTH THIRD BANK, AN OHIO BANKING CORPORATION
    

    
      By:                 /s/ TIMOTHY J.
      KALIL                                                            
Name:             Timothy
      J. Kalil
Title:               Vice President
    

    

    

    
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